Common use of Break-Up Fee Clause in Contracts

Break-Up Fee. On the date the Petitions are filed (the "Petition Date"), RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).

Break-Up Fee. On In consideration of Buyer's entering into this Agreement and in recognition of Buyer's work in (x) establishing a bid standard or minimum for other bidders, (y) placing estate property in a sales configuration mode attracting other bidders to the date the Petitions are filed Auction and (the "Petition Date")z) for serving, RAG shall file by its name and its expressed interest, as a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit Bcatalyst for other bidders, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDCreimbursement of Buyer's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition expenses incurred in connection with this Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities Contemplated Transactions, Sellers shall pay to UDC Buyer (A) a $2,000,000 break-up fee in the amount of 1.0% of the Cash Consideration allocable to any portion of the Acquired Business, pursuant to Section 1.6, that Buyer does not purchase (the "Break-Up Fee") and (B) an amount (in no event to exceed 2.5% of the event Cash Consideration allocable to any portion of the Acquired Business, pursuant to Section 1.6, that after Buyer does not purchase) equal to Buyer's actual expenses incurred in connection with this Agreement and the Bankruptcy Court has entered Contemplated Transactions (the "Expense Reimbursement"), if: (i) Sellers accept a Bid, other than that of Buyer, as the highest offer and consummate such transaction (an "Auction Transaction") with respect to the Tokheim Assets or the Gasboy Assets, Sellers shall pay Buyer the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior Expense Reimbursement with respect to the effective date that portion of the Consensual Plan, Acquired Business subject to such Bid. The Break-Up Fee and the Expense Reimbursement payable pursuant to this Section 5.8(d)(i) shall be paid as applicable an administrative priority of Sellers (provided that at such time UDC is not then in breach other than TG Canada) under Section 503(b)(1) of any the Bankruptcy Code upon the earlier to occur of the closing of such Agreements)Auction Transaction and the consummation of a plan of reorganization; or or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (aA) this Agreement is terminated pursuant to Section 7.1(e) and (bB) shall not be satisfied if within 180 days of such termination of this Agreement, Sellers enter into a Contract to sell or otherwise transfer all or any substantial portion of the Transactions are not consummated due Tokheim Assets or the Gasboy Assets to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC any Person other than Buyer and such sale is consummated, Sellers shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered Buyer the Break-Up Fee Orderand the Expense Reimbursement with respect to that portion of the Acquired Business subject to such sale. The Break-Up Fee and the Expense Reimbursement payable pursuant to this Section 5.8(d)(ii) shall be paid as an administrative priority of Sellers (other than TG Canada) under Section 503(b)(1) of the Bankruptcy Code upon the closing of such sale. (iii) Notwithstanding anything in this Agreement to the contrary, the Reliance Entities terminate Break-Up Fee and the Transition Agreement, the Servicing Agreement Expense Reimbursement shall only be payable in accordance with clauses (i) and (ii) above and in no event shall Sellers be liable to pay such a Break-Up Fee or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at an Expense Reimbursement with respect to any time or the Servicing Agreement prior to the effective date portion of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements)Acquired Business to Buyer on more than one occasion.

Break-Up Fee. On (a) In the date the Petitions are filed (the "Petition Date"event that Seller or Purchaser validly terminates this Agreement pursuant to Section 3.2(d), RAG Seller shall file a motion (after consulting with and obtaining the input from counsel pay to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and Purchaser the Break-Up Fee (as defined below) on or before the tenth day following the Petition Datepromptly upon such termination. Such motion shall request the UDC's claim for Upon payment in full of the Break-Up Fee pursuant to this Section 3.4(a), the parties hereto and their Affiliates and Representatives shall, subject to Section 3.3, be afforded status fully released and discharged from all liabilities and obligations under or resulting from this Agreement, and no party shall have any other remedy or cause of action against any other party under or relating to this Agreement. (b) In the event that this Agreement is validly terminated by Purchaser pursuant to Section 3.2(e) as a superpriority administrative claim secured result of any willful breach by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and Seller of this Agreement, Seller agrees to pay to Purchaser the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order")promptly upon such termination. The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in In the event that after the Bankruptcy Court has entered the Break-Up Fee Orderbecomes payable pursuant to the immediately preceding sentence and Seller enters into an agreement with a third party (or parties) related to an Alternative Transaction (other than an agreement relating solely to a Distribution) within one (1) year after such termination of this Agreement, Purchaser shall be entitled to seek other remedies and assert causes of action to recover any damages sustained by Purchaser to the extent that the amount of such damages exceeds the Break-Up Fee; provided, however, that any such additional amount of damages recovered by Purchaser, when aggregated with the Break-Up Fee, shall not exceed the difference between (A) the aggregate consideration to be received by Seller from such third party (or parties) in connection with such Alternative Transaction pursuant to the terms thereof, less (B) the aggregate consideration that would have been received by Seller hereunder had the Closing occurred. (c) If (i) this Agreement is validly terminated by Purchaser pursuant to Section 3.2(h) or by Seller pursuant to Section 3.2(i), and (ii) Seller enters into an agreement with a third party (or parties) related to an Alternative Transaction (other than an agreement relating solely to a Distribution) within three (3) months after such termination and such Alternative Transaction, as contemplated by such agreement, is on terms that are economically more favorable to Seller (taking into account all provisions of such Alternative Transaction) than the transaction contemplated hereby, then Seller shall pay Purchaser an amount equal to the Break-Up Fee less any amounts paid to Purchaser pursuant to Section 3.6, payable promptly upon Seller's entry into such agreement. Upon payment of the Break-Up Fee pursuant to this Section 3.4(c), subject to Section 3.3, the parties hereto and their Affiliates and Representatives shall be fully released and discharged from all liabilities and obligations under or resulting from this Agreement, and no party shall have any other remedy or cause of action against any other party under or relating to this Agreement. (d) Any Break-Up Fee due and payable hereunder shall be paid in immediately available funds when due and shall be treated as an allowed administrative expense claim under Section 503(b)(1)(A) of the Bankruptcy Code against Seller. (e) Notwithstanding the foregoing, (ai) RAG and UDC execute and deliver if the Warrant Agreement Break-Up Fee would otherwise be payable to Purchaser pursuant to this Section 3.4 and (b)(iii) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of such termination by Purchaser, Seller shall have delivered to Purchaser a valid notice of termination pursuant to Section 3.2(f) (which notice shall state Seller's intent to terminate this Agreement if the Consensual Plan, as applicable (provided that at breach or untruth described in such time UDC notice is not then in breach of any of such Agreementscured within the applicable cure period provided herein); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) , Purchaser shall not be satisfied if the Transactions are not consummated due entitled to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered receive the Break-Up Fee Order, unless Purchaser shall have cured in all material respects the Reliance Entities terminate the Transition Agreement, the Servicing Agreement breach or this Agreement by written untruth referred to in such notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date valid termination of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements)this Agreement.

Break-Up Fee. On the date the Petitions are filed (the "Petition Date"), RAG Buyer shall file a motion (after consulting with and obtaining the input from counsel be entitled to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status $600,000 as a superpriority administrative claim secured break-up fee payable on demand in immediately available funds, upon the proper termination of this Agreement by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance either Buyer or Seller pursuant to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, Section 7.1 other than: (a) RAG a proper termination by Buyer and UDC execute and deliver the Warrant Agreement and Seller pursuant to Section 7.1(a) hereof; (b)(ib) UDC terminates the Transition Agreement, the Servicing Agreement or a proper termination of this Agreement by written notice Seller or Buyer pursuant to Section 7.1(b)(i) hereof, except upon the occurrence of a Termination Event within one year after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated termination by Buyer due to the failure of a condition Seller to Closing satisfy the conditions set forth in paragraph 6 below Section 6.3(a) or (b) if such failure is due to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee willful breach by Seller of any of its representations, warranties or covenants hereunder; (the "Reliance Break-Up Fee"c) in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or a proper termination of this Agreement by written notice Buyer or Seller pursuant to Section 7.1(b)(ii) hereof, except upon the occurrence of a Termination Event within one year after UDC materially breaches (i) a termination by Buyer due to a withdrawal by the Transition Agreement Board of Directors of Seller of a favorable recommendation to its shareholders of the adoption and approval of this Agreement, (ii) a termination by Buyer due to a change, alteration or modification by the Board of Directors of Seller of such a favorable recommendation to its shareholders in a manner adverse to Buyer in the reasonable determination of Buyer's Board of Directors, (iii) a termination by Buyer due to a failure of the shareholders of Seller to adopt this Agreement after a vote taken thereon at a meeting duly called for such purpose (or at any time adjournment thereof) if an Alternative Proposal was made at or the Servicing Agreement prior to such meeting, (iv) a termination by Buyer due to a failure to satisfy the effective date of the Consensual Plan, as applicable (provided that at conditions set forth in Section 6.1(a)-(d) if such time the Reliance Entities are not then in failure is due to a willful breach by Seller of any of its representations, warranties or covenants hereunder or (v) a termination by Buyer or Seller due to the failure of Seller Advisor to issue its written opinion described in Section 6.1(e) if such Agreementsfailure is due to an Alternative Proposal; (d) a proper termination of this Agreement by Seller pursuant to Section 7.1(c); or (e) a proper termination of this Agreement by Buyer pursuant to Section 7.1(d), except upon the occurrence of a Termination Event within one year after such a termination due to the failure of Seller to satisfy the conditions set forth in Section 6.3(a) or (b) if such failure is due to a willful breach by Seller of any of its representations, warranties or covenants hereunder. Notwithstanding the foregoing, to the extent Seller has previously paid Buyer any amounts pursuant to Section 8.1(b), the break-up fee owed hereunder shall be reduced by such amounts already paid by Seller to Buyer pursuant to Section 8.1(b).

Break-Up Fee. On Should the date Closing not occur the Petitions are filed Parties agree that either party will reimburse the other for up to $150,000 of Actual Out of Pocket Expenses (the "Petition DateBreak Up Amount") incurred in connection with the Closing under the following circumstances: (i) The Break Up Amount will be payable by the Buyer to the Seller if the Buyer is unable to complete the Transaction on or before March 31, 2001 for any reason other than (a) the occurrence of a material adverse change in the financial condition or operations of the Company, or (b) Seller's failure to satisfy the conditions to closing set forth Section 7(a). For purposes of this Section 10(b), the term "material adverse change" shall mean (W) any decline in 27 29 the Company's revenues of 10% or more when compared to the same period during the prior year, (X) the loss by the Company of any customer which would have the effect, on an annualized basis, of reducing revenues by 10% or more, (Y) the failure of the Company to have a net worth of at least One Million One Hundred Fifteen Thousand Dollars ($1,115,000) at the Closing (in computing net worth for purposes of this subsection, legal fees paid by the Company up to the limit set forth in Section 11(k) shall be included in determining the net worth of the Company), or (Z) Smit▇'▇ ▇▇▇th or incapacity. (ii) The Break Up Amount will be payable by the Seller to the Buyer if, after being notified by Buyer that Buyer has received a firm commitment underwriting in writing for an IPO, from an experienced and reputable underwriter for an IPO which will generate funds sufficient to close the Transaction or Buyer has received a written commitment from other sources to finance sufficient to close the Transaction, Seller are unable to complete the Transaction for any reason, other than the Buyer's failure to satisfy the conditions to closing set forth in the Section 7(b) or Buyer's decision not to proceed with the Transaction because of a "material adverse change". (iii) To secure Buyer's payment of the break up fee, upon execution of this Agreement, Buyer shall deposit $150,000 ("Escrowed Property") into an account at First National Bank ("Escrow Agent"), RAG . Escrow Agent shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement be issued joint written instructions in the form attached hereto as of Exhibit B, and G governing the Break-payment of any Break Up Fee Amount due Seller from the Escrow Property. (as defined belowiv) on or before the tenth day following the Petition Date. Such motion shall request the UDC's Nothwithstanding any claim for indemnification under Section 8 above, the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on maximum liability of each party for failure to complete the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee Transaction under this Section 10(c) shall be reasonably satisfactory in form and substance as follows: (i) for a failure to each Party hereto (complete the "Break-Up Fee Order"Transaction by the Buyer under Paragraph 10(c)(i). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or Break Up Amount and (ii) for a failure to complete the Transactions are not consummated solely as a result of Acquisition by the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee OrderSeller under Paragraph 10(c)(ii), the Reliance Entities terminate the Transition AgreementBreak Up Amount plus One Hundred thousand Dollars ($100,000). BOTH PARTIES AGREE THAT BY INITIALING THIS PROVISION THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO SELLER OR BUYER RESULTING FROM FAILURE TO CONSUMMATE THE TRANSACTION. THEREFORE, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual PlanBUYER AND SELLER AGREE THAT, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such AgreementsPURSUANT TO CALIFORNIA CIVIL CODE Sections 1671 AND 1677, THE MAXIMUM LIABILITY OF BUYER OR SELLER FOR FAILURE TO CONSUMMATE THE TRANSACTION SHALL BE AS SET FORTH IN THIS PARAGRAPH 10(c)(iv).. THIS AMOUNT REPRESENTS A REASONABLE ESTIMATE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME OF EXECUTION OF THIS AGREEMENT, OF THE DAMAGES THAT EITHER BUYER OR SELLER WOULD INCUR AS A RESULT OF A DEFAULT BY EITHER PARTY UNDER THIS AGREEMENT. Seller __________________________ Buyer ______________________________

Break-Up Fee. On the date the Petitions are filed (the "Petition Date"a) Subject to Section 12.05(c), RAG shall file a motion if Buyer terminates this Agreement pursuant to: (after consulting with and obtaining i) Section 12.01(b) under circumstances where the input from counsel to UDC) seeking a hearing date on approval failure of the Transition Closing to occur on or prior to the Outside Date is directly caused by or results from the breach or failure of Seller to perform its obligations under this Agreement in any material respect; (ii) Section 12.01(c) under circumstances where the form attached hereto as Exhibit BGovernmental Order that is the subject of Section 12.01(c) is directly caused by or results from the breach or failure of Seller to perform its obligations under this Agreement in any material respect; or (iii) Section 12.01(d), and then Seller shall pay to Buyer the Break-Up Fee Fee. (as defined belowb) on or before the tenth day following the Petition Date. Such motion If Seller terminates this Agreement pursuant to Section 12.01(h), then Seller shall request the UDC's claim for pay to Buyer the Break-Up Fee be afforded status as Fee. (c) If (i) Seller, the Rehabilitator or any Acquired Company receives an Alternate Proposal that is superior in any material respect to the proposal effected under this Agreement or offers consideration materially in excess of the Purchase Price payable hereunder (a superpriority administrative claim secured by a lien “Superior Proposal”) prior to termination of this Agreement, (ii) (A) Buyer or Seller terminates 100 this Agreement pursuant to Section 12.01(c) where the Governmental Order that is the subject of Section 12.01(c) does not directly result from the breach or failure of Buyer to perform its obligations under this Agreement in any material respect, or (B) Buyer or Seller terminates this Agreement pursuant to Section 12.01(b) under circumstances where the failure of the Closing to occur on or prior to the Reliance Entities' assets. The Bankruptcy Court order approving Outside Date does not directly result from the Transition breach or failure of Buyer to perform its obligations under this Agreement and in any material respect, then notwithstanding anything herein to the contrary, (x) no Reverse Break-Up Fee shall be reasonably satisfactory due and payable under Section 12.05(c) and (y) if Seller, its Affiliates, the Rehabilitator or any Acquired Company consummates such Superior Proposal, or any other Superior Proposal made by the Alternate Bidder that originally made such Superior Proposal, or any of its Affiliates, within eighteen (18) months after termination of this Agreement, then Seller shall pay to Buyer the Break-Up Fee. For the avoidance of doubt, if either party terminates this Agreement at a time when such party has grounds to terminate this Agreement that would result in form payment of a Break-Up Fee, and substance at such time, Seller has alternate grounds to each Party hereto (the "terminate this Agreement that would not result in payment of a Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the under this Section 12.04, then no Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or shall be payable under this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements)Section 12.04.

Break-Up Fee. On (a) The Seller acknowledges (i) that the date Purchaser has made a substantial investment of management time and incurred substantial out-of-pocket expenses in connection with the Petitions are filed (the "Petition Date")negotiation and execution of this Agreement, RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval its due diligence of the Transition Agreement in the form attached hereto as Exhibit BBusiness, and the Break-Up Fee Seller and its effort to consummate the transactions contemplated hereby, and (as defined belowii) on or before that the tenth day following Purchaser's efforts have substantially benefited the Petition Date. Such motion shall request Seller and will benefit the UDC's claim for Seller and will benefit the Break-Up Fee be afforded status bankruptcy estate of the Seller through the submission of the offer that is reflected in this Agreement, that will serve as a superpriority administrative claim secured by a lien minimum bid on which other potential interested bidders can rely, thus increasing the Reliance Entities' assetslikelihood that the price at which the Acquired Assets are sold will reflect its true worth. The Bankruptcy Court order approving Therefore, as compensation for entering into this Agreement, taking action to consummate the Transition Agreement transactions hereunder and incurring the Break-Up Fee shall be reasonably satisfactory in form costs and substance expenses related thereto and other losses and damages, including foregoing other opportunities, the Seller agrees to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a the Purchaser, in accordance with the provisions of this Section 10.02, either (x) the amount of $2,000,000 fee 16 million (the "Break-Up Fee"), which amount shall be inclusive of the reimbursement by the Seller of the reasonable, actual and documented out-of-pocket expenses of the Purchaser incurred in connection with the transactions contemplated by this Agreement (including, without limitation, professional fees and expenses), in an amount up to $7 million (the "Purchaser Fees and Expenses Reimbursement"), or (y) the Purchaser Fees and Expenses Reimbursement, in accordance with this Section 10.02. (b) In the event that after of a termination by the Bankruptcy Court has entered Purchaser pursuant to Sections 10.01(e), (f)(iii), (g), or (i) or a termination by the Seller pursuant to Section 10.01(b), the Seller shall pay to the Purchaser the Break-Up Fee Ordernot later than the close of business on the third Business Day following such termination. (c) In the event of a termination by the Purchaser pursuant to Sections 10.01(b), (a) RAG and UDC execute and deliver the Warrant Agreement and c), (b)(i) UDC terminates the Transition Agreementd), the Servicing Agreement (f)(i), or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (iif(ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC Seller shall pay to the Reliance Entities a $2,000,000 fee (Purchaser the "Reliance Break-Up Fee") Purchaser Fees and Expenses Reimbursement not later than the close of business on the third Business Day following such termination; provided, however, that in the event that after of termination by the Bankruptcy Court has entered Purchaser pursuant to Section 10.01(d), where the failure to satisfy the requirements thereof was caused by the Seller's failure to fulfill its obligations under Article VIII of this Agreement, the Seller shall instead pay to the Purchaser the Break-Up Fee Orderon the third Business Day following such termination; and; provided, further, that in the event of a termination by the Purchaser or the Seller pursuant to Section 10.01(b), where the only Regulatory Approval that has not been obtained is one or more Purchaser Approvals, Telecom Approvals or Regulatory Approvals or orders from any Taiwan Governmental Authority, the Reliance Entities terminate Purchaser shall not be entitled to the Transition Break-Up Fee or the Purchaser Fees and Expenses Reimbursement (as applicable) following such termination by Purchaser or Seller. (d) Payment of the Break-Up Fee or the Purchaser Fees and Expenses Reimbursement, as the case may be, shall be made by wire transfer of immediately available funds to an account designated by the Purchaser. (e) All amounts payable in accordance with this Section 10.02 shall constitute an administrative expense in the Chapter 11 Case under Section 503(b) and 507(a)(1) of the Bankruptcy Code and shall be payable as specified herein. (f) In the event this Agreement is terminated pursuant to any provision of Section 10.01 above, payment of the Break-Up Fee or the Purchaser Fees and Expenses Reimbursement (as the case may be) in accordance with this Section 10.02 with shall constitute the Purchaser's sole remedy for (and such amounts shall constitute liquidated damages and not a penalty in respect of) any and all claims for monetary damages for any breach by the Seller of its obligations under this Agreement and any other claim for monetary damages the Purchaser may have against the Seller in connection with this Agreement and the transactions contemplated hereby; provided that nothing in this Section 10.02(f) shall be deemed to prevent or in any manner limit any claims for any equitable remedies available under this Agreement; and; provided, further, that in the event of a termination of the Agreement in accordance with Section 10.01 above that does not give rise to any right to payment for the Purchaser (or that gives rise to a right to receive the Purchaser Fees and Expenses Reimbursement only), upon any subsequent claim or claims for money damages by the Purchaser based on the Seller's (i) fraud, (ii) intentional and knowing breach of a covenant or agreement, or (iii) other willful misconduct, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior Purchaser may seek payment of an amount equal to the effective date Break-Up Fee less (if such amount was paid by the Seller upon the termination of the Consensual PlanAgreement) the Purchaser Fees and Expenses Reimbursement, as applicable (provided that at and such time the Reliance Entities are amount shall constitute liquidated damages and not then in breach of any of such Agreements)a penalty.

Break-Up Fee. On If, at any time after the date of the Petitions are filed receipt by Cardero Peru of the Deposit and prior to the date of the receipt of the Balance by Cardero Peru, Cardero delivers to Nanjinzhao a written notice ("the "Petition DateCardero Termination Notice") indicating that Cardero and Cardero Peru will not be proceeding with the Acquisition then, upon the earlier of: (a) if the determination of Cardero not to proceed with the Acquisition is due to the acceptance by Cardero of an alternative offer from a third party to purchase or acquire an interest in the Property (an "Alternative Transaction"), RAG shall file a motion then within TEN (after consulting with and obtaining the input from counsel to UDC10) seeking a hearing date on approval BUSINESS DAYS of the Transition Agreement in completion of the form attached hereto as Exhibit BAlternative Transaction; or (b) if the determination of Cardero not to proceed with the Acquisition is not due to Cardero entering into an Alternative Transaction, and then within TEN (10) BUSINESS DAYS of the Break-Up Fee delivery of the Cardero Termination Notice, Cardero will pay to Nanjinzhao the sum of US TWENTY MILLION (as defined belowUSD 20,000,000) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status DOLLARS as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Breakbreak-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 up fee (the "Break-Up up Fee") ). The Break-up Fee will serve as the sole and exclusive remedy to Nanjinzhao under this agreement in the event of the termination by Cardero of this agreement, for whatever reason, and Nanjinzhao will not be entitled to any other rights and remedies provided by law or in equity, it being agreed that after the Bankruptcy Court has entered the Break-Up up Fee Order, (a) RAG and UDC execute and deliver is a genuine pre-estimate by the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date parties of the Consensual Plan, as applicable (provided damages that at will be suffered by Nanjinzhao in such time UDC is not then in breach event. Upon receipt by Nanjinzhao of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up up Fee Orderand the repayment of the Deposit, Nanjinzhao will, within TEN (10) DAYS, retransfer, or cause to be retransferred, the Reliance Entities terminate Property to Cardero Peru, and the Transition AgreementProperty must, at the Servicing Agreement time of such transfer to Cardero Peru, be in good standing and free and clear of any liabilities or this Agreement by written notice after UDC materially breaches encumbrances arising by, through or under Nanjinzhao or any of its affiliates. If Nanjinzhao becomes required to retransfer the Transition Agreement or this Agreement Property to Cardero Peru hereunder, Nanjinzhao will be responsible, at any time or the Servicing Agreement prior to the effective date its sole cost and expense, for all required reclamation, rehabilitation and restoration of the Consensual PlanProperty as may be required by applicable Peruvian laws as a consequence of the activities of Nanjinzhao thereon, as applicable (provided and will indemnify and save harmless Cardero from any losses that at may be occasioned by any failure of Nanjinzhao to meet such time the Reliance Entities are not then in breach of any of such Agreements)obligations.

Break-Up Fee. On (a) Peoples hereby acknowledges and agrees that MainSource has committed and will commit substantial time, effort, resources and expenses, and will forgo other acquisition opportunities, in pursuing the date Merger. Peoples further agrees that it shall pay to MainSource a break-up fee in the Petitions are filed amount of Five Hundred Thousand Dollars (the "Petition Date"$500,000), RAG shall file a motion plus out-of-pocket expenses up to an amount of Two Hundred Thousand Dollars (after consulting with and obtaining the input from counsel to UDC$200,000) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B(collectively, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Orderup Fee"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") , in the event that: (i) MainSource terminates this Agreement pursuant to Sections 9.01(b)(i), 9.01(b)(ii), 9.01(b)(iv), or 9.01(b)(v) hereof; or (ii) The Board of Directors of Peoples fails to recommend to shareholders of Peoples that after such shareholders should approve this Agreement and the Bankruptcy Court has entered Merger; or (iii) The Board of Directors of Peoples withdraws, modifies or conditions its recommendation to shareholders of Peoples to approve this Agreement and the Merger or is silent with respect to the approval of this Agreement and the Merger; or (iv) Peoples approves, enters into or executes a definitive agreement, letter of intent (whether binding or non-binding), term sheet or understanding relating to an Acquisition Transaction with a party other than MainSource or an affiliate of MainSource; or (v) Peoples terminates this Agreement pursuant to Section 9.01(c)(iv) hereof. (b) The Break-up Fee shall be paid to MainSource within thirty (30) days of the occurrence of any of the events specified in Section 6.11(a) hereof. If the Break-Up up Fee Orderis not immediately paid as provided, then MainSource shall be entitled to recover interest at the highest prime rate set forth in The Wall Street Journal (Midwest Edition) under the section entitled "Money Rates" on the unpaid amount of the Break-up Fee from the time the Break-up Fee is due until paid-in-full, together with all costs of collection thereof, including reasonable attorneys' fees and expenses. (c) MainSource and Peoples hereby acknowledge and agree that the Break-up Fee shall compensate MainSource for (i) the value of the lost business opportunity which would have inured to MainSource if the Merger had been consummated, (aii) RAG expenses incurred for attorneys, accountants, financial advisors and UDC execute consultants of MainSource in developing the Merger and deliver drafting this Agreement, (iii) MainSource's management time and expense in investigating, analyzing, developing and pursuing the Warrant Agreement Merger, (iv) expenses relating to MainSource's due diligence efforts and (b)(iv) UDC terminates the Transition Agreementvalue of the acquisition opportunities lost by MainSource in pursuing the Merger instead of other acquisitions. Peoples further acknowledges and agrees that the amount of the Break-up Fee is fair, reasonable and not a penalty and that its obligation to pay the Servicing Agreement or Break-up Fee shall survive any termination of this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided MainSource. MainSource further acknowledges that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or constitutes MainSource's sole and complete remedy for a termination of this Agreement by written notice after UDC materially breaches under the Transition Agreement or circumstances enumerated in this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements)Section 6.11.

Break-Up Fee. On If the date the Petitions are filed (the "Petition Date"), RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) Transaction contemplated by this LOI is not consummated on or before the tenth day following September 30, 2019 the Petition DateParties agree that each will have incurred considerable expenses (including the costs of staff, lawyers, accountants, obtaining regulatory approvals and third party consents), expended resources (time, money and personnel) with respect to the Transaction and will not enjoy the contemplated benefits of the Transaction, had it closed on such date. Such motion shall request the UDC's claim for the Therefore a Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up up Fee shall be reasonably satisfactory paid as follows: i. If this LOI is terminated by CITY pursuant to Section 3(F)(ii), or expires in form and substance accordance with its terms, then CITY shall pay SEARHC, within thirty (30) days of such termination (or expiration, as the case may be) an amount equal to each Party hereto $500,000 (the "five hundred thousand dollars), provided, that no Break-Up up Fee Order"shall be paid under this Section 3(G)(i) if CITY terminates this LOI due to SEARHC’s failure to substantially perform its duties under this LOI following notice from CITY to SEARHC and a reasonable opportunity for SEARHC to cure (“an Uncured SEARHC Breach”) or the Transaction contemplated by this LOI is not consummated on or before the September 30, 2019 due to an Uncured SEARHC Breach; ii. If this LOI is terminated by SEARHC pursuant to Section 3(F)(iii), then SEARHC shall pay CITY, within thirty (30) days of such termination (or expiration, as the case may be), an amount equal to $500,000 (five hundred thousand dollars), provided, that no Break-up Fee shall be paid under this Section 3(G)(ii) if SEARHC terminates this LOI due to CITY’s failure to substantially perform its duties under this LOI following notice from SEARHC to CITY and a reasonable opportunity for CITY to cure (“an Uncured CITY Breach”) or the Transaction contemplated by this LOI is not consummated on or before the September 30, 2019 due to an Uncured CITY Breach. The Break-up Fee is intended by the Parties to constitute liquidated damages, and not a penalty. The Parties acknowledge that it would be difficult to ascertain the specific amount of damages suffered by the CITY or SEARHC, as the case may be, in the event of the expiration and/or the termination of this LOI pursuant to either Section 3(F)(ii) or 3(F)(iii). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in up Fee represents the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior Parties’ reasonable estimation of such damages to the effective date of the Consensual PlanCITY or SEARHC, as applicable taking into account: (provided that at such time UDC is not then in breach of any of such Agreements); or (iii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction lost opportunity costs associated with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due contract to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).deal exclusively with each other;

Break-Up Fee. On (a) First Shenango Bancorp, Inc., shall pay FirstFederal a fee of $3,000,000 promptly following termination of this Merger Agreement after the first to occur of any of the following events: (i) (A) the shareholders of First Shenango Bancorp, Inc., shall not have approved the Merger on or before October 31, 1998 if, prior thereto or the termination date of this Merger Agreement, whichever is earlier, FirstFederal is not in breach of its material obligations, and (B) any person (other than FirstFederal Financial or any affiliate of FirstFederal Financial or any person or entity acting in concert with FirstFederal Financial or such affiliate (a "FirstFederal Entity")) shall have "commenced" (as such term is defined in Rule 14d-2 under the Petitions are filed Securities Exchange Act of 1934 (the "Petition DateExchange Act")) a tender offer or exchange offer to purchase shares of First Shenango Common Stock such that, RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval upon consummation of the Transition Agreement in the form attached hereto as Exhibit Bsuch offer, and the Break-Up Fee such person would have Beneficial Ownership (as defined below) or the right to acquire Beneficial Ownership of twenty-five percent (25%) or more of the voting power of First Shenango and (C) within twelve (12) months after the earliest of the date of First Shenango Bancorp, Inc., shareholders' meeting at which the Merger is submitted for approval and voted upon, the date this Agreement is terminated or October 31, 1998, any person (other than a FirstFederal Entity) shall have entered into a written understanding in principle or an agreement to consolidate or merge with First Shenango, to acquire all or substantially all of First Shenango's assets or stock, or to engage in a similar transaction; (ii) (A) the shareholders of First Shenango Bancorp, Inc., shall not have approved the Merger on or before October 31, 1998, if, prior thereto or the tenth day following termination date of this Merger Agreement, whichever is earlier, FirstFederal Financial is not in breach of its material obligations hereunder, and (B) subsequent to the Petition Date. Such motion date hereof any person (other than a FirstFederal Entity) shall request have publicly announced a bona fide interest in (x) acquiring First Shenango by merger, consolidation, purchase of all or substantially all of its assets or any other similar transaction or (y) making an offer described in clause (i) above and in either such case, within twelve (12) months after the UDCearlier of the date of First Shenango Bancorp, Inc., shareholders' meeting at which the Merger is submitted for approval and voted upon or October 31, 1998, such person (other than a FirstFederal Entity) shall have entered into a written understanding in principle or an agreement to consolidate or merge with First Shenango, to acquire all or substantially all of First Shenango's claim for assets or stock, or to engage in a similar transaction; (iii) (A) the Break-Up Fee be afforded status shareholders of First Shenango Bancorp, Inc., shall not have approved the Merger on or before October 31, 1998, if,prior thereto or the termination date of this Merger Agreement, whichever is earlier, FirstFederal Financial is not in breach of its material obligations hereunder, and (B) any person, with respect to First Shenango Common Stock, shall have publicly solicited proxies or written consents or become a "participant" in any "solicitation" (as a superpriority administrative claim secured by a lien on such terms are defined in Regulation 14A under the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee"Exchange Act) in opposition to the event that Merger and within twelve (12) months after the Bankruptcy Court has earlier of the date of First Shenango Bancorp, Inc.'s shareholders' meeting at which the Merger is submitted for approval and voted upon or October 31, 1998, such person (other than a FirstFederal Entity) shall have entered the Break-Up Fee Orderinto a written understanding in principle or an agreement to consolidate or merge with First Shenango, to acquire all or substantially all of First Shenango's assets or stock, or to engage in a similar transaction; (aiv) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreementunless FirstFederal Financial is in breach of its material obligations hereunder, the Servicing Board of Directors of First Shenango Bancorp, Inc., other than as required in the exercise of its fiduciary duties (as determined in good faith by such directors), fails to make, withdraws, or modifies in a manner adverse to FirstFederal Financial, its recommendation that shareholders of First Shenango Bancorp, Inc., vote to approve the Merger before the date of First Shenango Bancorp, Inc.'s shareholders' meeting at which the Merger is to be submitted for approval and voted upon and where First Shenango Bancorp, Inc., has not terminated this Merger Agreement pursuant to the provisions of Section 5.1.11 hereof; or (v) unless FirstFederal Financial is in breach of its material obligations hereunder, at or this Agreement by written notice after prior to First Shenango Bancorp, Inc.'s shareholders' meeting at which the Reliance Entities materially breach the Transition Agreement Merger is submitted for approval and voted upon or this Agreement at any time or the Servicing Agreement prior to the effective termination date of the Consensual Planthis Agreement, as applicable whichever is earlier, a person (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described a FirstFederal Entity) enters into a written understanding in clauses (a) and principle or an agreement to consolidate or merge with First Shenango, to acquire all or substantially all of First Shenango's assets or to engage in a similar transaction. (b) As used in this Section, Beneficial Ownership shall not be satisfied if have the Transactions are not consummated due meaning ascribed to it in Rule 13d-3 under the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements)Exchange Act.

Break-Up Fee. On If the Closing does not take place due to the Purchaser not being able to pay the Closing Amount, then the Purchaser shall pay the Sellers the sum of EURO 10 million as liquidated damages (Sw. “vite”). Such payment is to be made regardless of the Losses incurred by the Sellers. The aforesaid liquidated damages are deemed due and payable on the first Business Day following the date the Petitions are filed (the "Petition Date"), RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of required payment of the Transition Agreement Closing Amount which should have been made in accordance with Clause 7.2; provided, that the form attached hereto as Exhibit BPurchaser shall pay the aforementioned liquidated damages on July 1, and 2004 if the Break-Up Fee (as defined below) Closing has not taken place on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee OrderJune 30, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated 2004 solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure Purchaser not being able to pay the Closing Amount if all of a condition to Closing the conditions set forth out in paragraph 6 below to Clause 5 have been satisfied. UDC shall pay The Sellers are not entitled to make any claim for Losses in addition to the Reliance Entities a $2,000,000 fee payment required under this Clause 9.5.5 with regard to the Purchaser’s non-ability to pay the Closing Amount and such payment shall be the Sellers’ sole and exclusive remedy, except the Sellers’ right to enforce the waivers and obligations of the Purchaser contained in this Clause 9.5.5. Further, if the Closing does not take place due to the Purchaser not being able to pay the Closing Amount, then the Purchaser hereby waives until June 30, 2006 the Purchaser’s pre-emption rights (but no other rights except as provided in this Clause 9.5.5) under the Scanraff Shareholders’ Agreement, Scanraff’s Articles of Association and the Skandinaviska Raffinaderi Aktiebolaget Scanraff Processing Agreement, dated as of April 17, 2002 (the "Reliance Break-Up Fee") “Scanraff Processing Agreement”), in respect of a sale of the event Scanraff Shares by the Shares Seller to a Third Party. It is further agreed that after the Bankruptcy Court has entered Purchaser’s and Scanraff’s right to withhold consent to the Break-Up Fee Ordersale of any interest in Scanraff, whether directly or indirectly, to any Third Party, including under the Scanraff Shareholders’ Agreement and the Scanraff Processing Agreement, is limited to any sale to any Third Party not having the financial capabilities to fulfill all of its obligations under the aforementioned agreements, including, but not limited to, the Reliance Entities terminate ability to finance its allocable portion of the Transition Isocracker upgrade costs involving the Scanraff refinery and to make all the other required payments as a shareholder in Scanraff. For avoidance of doubt, the Parties acknowledge and agree that even if the Purchaser’s pre-emption rights have been waived pursuant to this Clause 9.5.5, the Purchaser and Scanraff shall continue to retain all of their other rights under the Scanraff Shareholders’ Agreement, Scanraff’s Articles of Association and the Servicing Agreement or this Agreement by written notice after UDC materially breaches Scanraff Processing Agreement. Furthermore, if the Transition Agreement or this Agreement at any time or the Servicing Agreement prior Closing does not take place due to the effective date of Purchaser not being able to pay the Consensual PlanClosing Amount, as applicable (provided then the Purchaser hereby undertakes until June 30, 2006 to use its commercially reasonable efforts in assisting the Sellers to sell the Scanraff Assets and the Scanraff Shares to a Third Party; provided, that such efforts are at such time a de minimis cost, expense or other obligation to the Reliance Entities are not then in breach of any of such Agreements)Purchaser.

Break-Up Fee. On (a) Heritage hereby acknowledges and agrees that ONB has committed and will commit substantial time, effort, resources and expenses, and will forgo other acquisition opportunities, in pursuing the date Merger. Heritage further agrees that it shall pay to ONB a break-up fee in the Petitions are filed amount of Two Million Dollars (the "Petition Date"$2,000,000), RAG shall file a motion plus out-of-pocket expenses (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit Bcollectively, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Orderup Fee"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") , in the event that: (i) The Board of Directors of Heritage fails to recommend to shareholders of Heritage that after such shareholders should approve this Agreement and the Bankruptcy Court has entered Merger; or (ii) The Board of Directors of Heritage withdraws, modifies or conditions its recommendation to shareholders of Heritage to approve this Agreement and the Merger or is silent with respect to the approval of this Agreement and the Merger; or (iii) Heritage approves, enters into or executes a definitive agreement, letter of intent (whether binding or non-binding), term sheet or understanding relating to an Acquisition Transaction with a party other than ONB or an affiliate of ONB; or (iv) Heritage terminates this Agreement pursuant to Section 9.01(c)(vi) hereof. (b) The Break-up Fee shall, be paid to ONB within thirty (30) days of the occurrence of any of the events specified in Section 6.23(a) hereof. If the Break-Up up Fee Orderis not paid as provided, then ONB shall be entitled to recover interest at the highest prime rate set forth in The Wall Street Journal (Midwest Edition) under the section entitled "Money Rates" on the unpaid amount of the Break-up Fee from the time the Break-up Fee is due until paid-in-full, together with all costs of collection thereof, including reasonable attorneys' fees and expenses. (c) ONB and Heritage hereby acknowledge and agree that the Break-up Fee shall compensate ONB for (i) the value of the lost business opportunity which would have inured to ONB if the Merger had been consummated, (aii) RAG expenses incurred for attorneys, accountants, financial advisors and UDC execute consultants of ONB in developing the Merger and deliver drafting this Agreement, (iii) ONB's management time and expense in investigating, analyzing, developing and pursuing the Warrant Agreement Merger, (iv) expenses relating to ONB's due diligence efforts and (b)(iv) UDC terminates the Transition Agreementvalue of the acquisition opportunities lost by ONB in pursuing the Merger instead of other acquisitions. Heritage further acknowledges and agrees that the amount of the Break-up Fee is fair, reasonable and not a penalty and that its obligation to pay the Servicing Agreement or Break-up Fee shall survive any termination of this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements)ONB.

Break-Up Fee. On Seller and Company acknowledges Purchaser has expended, and will expend, considerable sums and time to perform due diligence on Seller and Company and analyze the date the Petitions are filed (the "Petition Date")historical and present operations of Seller and Company. Accordingly, RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit Bevent Purchaser is not in default hereunder and is ready, willing, and able to close on the Breakpurchase in the Section 363 Sale, and should Seller and/or Company, as applicable, accept a higher or better offer to sell the Shares or the Assets, as applicable, to another purchaser (“Alternative Purchaser”) which sale is approved by the Bankruptcy Court in the Bankruptcy Proceedings, then, Seller and Company agree that Purchaser shall be entitled to receive Two Million and No/100 Dollars ($2,000,000.00) as a break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim up fee to reimburse Purchaser for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement value of its time, costs, and the Break-Up Fee shall be reasonably satisfactory expenses incurred in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee connection with this transaction (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the ). The Break-Up Fee Order, (ashall be entitled to status as an administrative expense under Bankruptcy Code section 501(b)(1) RAG and UDC execute and deliver shall be secured by a Lien on the Warrant Agreement and (b)(i) UDC terminates deposit of the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time Alternative Purchaser or the Servicing Agreement prior closing proceeds in the event the transaction with the Alternative Purchaser closes. Any sums becoming payable to Purchaser pursuant to this Section 14.17(b)(iii) shall be paid to Purchaser simultaneously with the effective date of closing to any such Alternative Purchaser approved in the Consensual PlanBankruptcy Proceedings or, as applicable (provided that at if applicable, when the deposit on such time UDC transaction is forfeited. In no event, however, shall any Break Up Fee be payable to Purchaser if no closing occurs with respect to a sale by Seller and/or Company, on the one hand, and the Alternative Purchaser, on the other hand, if the Alternative Purchaser’s deposit related thereto is not then in breach of any of such Agreements); or forfeited (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood and agreed that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Break Up Fee Order, shall only be payable out of either the Reliance Entities terminate sale proceeds or deposit and not the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreementsdebtor’s other assets).

Break-Up Fee. On the date the Petitions are filed A break-up fee of USD 1.5 million (the "Petition Date"), RAG “Breakup fee”) shall file be paid by Ignis to the Offeror if (1) the Ignis Board adopts a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee “Recommendation Change” (as defined below) and (2) the Offer subsequently lapses without any Shares having been purchased by the Offeror thereunder. In addition, if (1) during the period in which the Offer is open for acceptance by Ignis shareholders, any person other than the Offeror makes a public offer or proposal to acquire any Shares and (2) within six months of the date of this Agreement any party other than the Offeror becomes the owner of 51% or more of the total outstanding share capital and voting power of Ignis on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Breaka fully-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities diluted basis, Ignis shall pay to UDC the Offeror a $2,000,000 break-up fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plansame amount. If a third party announces a Competing Transaction then Ignis shall, as applicable within three business days (provided during which it shall not publicly withdraw or modify the Ignis Board Recommendation), either (i) issue a public statement confirming that at such time UDC the Ignis Board is not then in breach of any of such Agreements); maintaining the Ignis Board Recommendation or (ii) if the Transactions are not consummated solely as a result Ignis Board considers, in good faith, after consultation with its financial adviser and external legal counsel, taking all financial, regulatory and other terms and conditions of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood Competing Transaction (including the ability of the proposing party to consummate the Competing Transaction), that the conditions described Competing Transaction would, from a financial point of view, be more favourable to Ignis’ shareholders than the Offer, within one business day of such determination notify the Offeror and allow the Offeror a period of no less than three business days to advise the Ignis Board in writing that, subject to the public recommendation of the Ignis Board of the amended terms the Offeror is proposing, the Offeror is willing to amend the terms of the Offer and specifying the provisions of such amendment (an “Amended Proposal”). The failure of the Ignis Board to take either of the actions specified in clauses (ai) or (ii) above in this paragraph shall constitute a “Recommendation Change”. If the Ignis Board, not having taken the action specified in clause (i) of the preceding paragraph, shall have taken the action specified in clause (ii) of the preceding paragraph, and within three business days of receipt from the Offeror of an Amended Proposal, fails to notify the Offeror in writing that the Ignis Board, after consultation with its financial adviser and external legal counsel, taking all financial, regulatory and other terms and conditions of the Amended Proposal (b) shall not including the ability of the Offeror to consummate the Amended Proposal), that the Amended Proposal would, from a financial point of view, be satisfied if at least as favourable as the Transactions are not consummated due Competing Transaction to Ignis’ shareholders and has therefore decided to recommend the Amended Proposal provided the Offeror publicly amends the terms of the Offer within three further business days to correspond to the terms of the Matching Offer, such failure of the Ignis Board to so notify the Offeror shall constitute a condition to Closing set forth in paragraph 6 below to have been satisfiedRecommendation Change. UDC shall pay If it is publicly announced that any person (other than pursuant to the Reliance Entities a $2,000,000 fee (Offer) has, since the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Planfirst public announcement of this Agreement, as applicable (provided acquired Shares representing 5% or more of the total outstanding share capital and voting power of Ignis on a fully-diluted basis, the Offeror shall be entitled, within three business days, to require the Ignis Board to issue a public statement confirming that at the Ignis Board is maintaining the Ignis Board Recommendation. If, within a further three business days, the Ignis Board fails to issue such time public statement, its failure to do so shall constitute a Recommendation Change. The Breakup fee shall be payable in cash within 10 business days following the Reliance Entities are not then in breach receipt by Ignis of any a written claim to that effect on the basis of such Agreements)an event that entitles the Offeror to receive the Breakup Fee.

Break-Up Fee. On (a) Summit Bancorp shall pay FirstFederal a fee of $750,000 promptly following termination of this Merger Agreement after the first to occur of any of the following events: (i) (A) the shareholders of Summit Bancorp shall not have approved the Merger on or before September 30, 1997 if, prior thereto or the termination date of this Merger Agreement, whichever is earlier, FirstFederal is not in breach of its material obligations, and (B) any person (other than FirstFederal Financial or any affiliate of FirstFederal Financial or any person or entity acting in concert with FirstFederal Financial or such affiliate (a "FirstFederal Entity")) shall have "commenced" (as such term is defined in Rule 14d-2 under the Petitions are filed Securities Exchange Act of 1934 (the "Petition DateExchange Act")) a tender offer or exchange offer to purchase shares of Summit Common Stock such that, RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval upon consummation of the Transition Agreement in the form attached hereto as Exhibit Bsuch offer, and the Break-Up Fee such person would have Beneficial Ownership (as defined below) or the right to acquire Beneficial Ownership of twenty-five percent (25%) or more of the voting power of Summit and (C) within twelve (12) months after the earliest of the date of Summit Bancorp shareholders' meeting at which the Merger is submitted for approval and voted upon, the date this Agreement is terminated or September 30, 1997, any person (other than a FirstFederal Entity) shall have entered into a written understanding in principle or an agreement to consolidate or merge with Summit, to acquire all or substantially all of Summit's assets or stock, or to engage in a similar transaction; (ii) (A) if, prior to the termination date of this Merger Agreement, FirstFederal Financial is not in breach of its obligations hereunder, and any person (other than a FirstFederal Entity) shall have acquired Beneficial Ownership or the right to acquire Beneficial Ownership of twenty-five percent (25%) or more of the voting power of Summit and (B) within twelve (12) months after the earliest of the date of Summit Bancorp's shareholders' meeting at which the Merger is submitted for approval and voted upon, the date this Merger Agreement is terminated or September 30, 1997, any person (other than a FirstFederal Entity) shall have entered into a written understanding in principle or an agreement to consolidate or merge with Summit, to acquire all or substantially all of Summit's assets or stock, or to engage in a similar transaction; (iii) (A) the shareholders of Summit Bancorp shall not have approved the Merger on or before September 30, 1997, if, prior thereto or the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition termination date of this Merger Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Planwhichever is earlier, as applicable (provided that at such time UDC FirstFederal Financial is not then in breach of its obligations hereunder, and (B) subsequent to the date hereof any of such Agreements); or person (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (ba FirstFederal Entity) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).publicly

Break-Up Fee. On If the date Company decides not to proceed with the Petitions are filed Placement for any reason (other than the Placement Agent’s failure to complete the Minimum Offering prior to the Minimum Deadline (as defined below) or because the Per Share Purchase Price will be less than $1.00) or if the Placement Agent decides not to proceed with the Placement because of a material breach by the Company of its representations, warranties, or covenants in this Agreement, the Company will be obligated to pay the Placement Agent liquidated damages of $350,000, payable at the Company’s option (the "Petition Date"), RAG shall file a motion (after consulting with and obtaining “Payment Option”) either in cash or in shares of Common Stock valued at the input from counsel to UDC) seeking a hearing date on approval average closing price of the Transition Agreement in Common Stock for the form attached hereto as Exhibit B20 consecutive trading days immediately prior to the decision not to proceed and to reimburse the Placement Agent for the Placement Agent Expenses (collectively, the “Break-Up Fee”); provided, however, that if the Company decides not to proceed with the Placement and either prior thereto or within 90 days thereafter completes a Sale Transaction, the Company shall be obligated to pay the Placement Agent the Break-Up Fee (as defined below) on in cash irregardless of the Per Share Purchase Price or before the tenth day following Placement Agent’s ability to complete the Petition DateMinimum Offering prior to the Minimum Deadline. Such motion The Company must exercise the Payment Option within 24 hours after the decision not to proceed with the Placement. In the event the Company fails to notify the Placement Agent of its option with the 24-hour time period, the method of payment of the break-up fee shall request be at the UDC's claim sole discretion of the Placement Agent. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Placement. For purposes of the Break-Up Fee only, the closing of the Minimum Offering shall take place no later than (x) two (2) business days after the closing of the Sale Transaction or (y) two (2) business days after the Company notifies the Placement Agent in writing that the Company will not be afforded status as consummating a superpriority administrative claim secured by a lien on Sale Transaction (the Reliance Entities' assets“Minimum Deadline”); provided, however, that in no event shall the Minimum Deadline be earlier than May 24, 2002. The Bankruptcy Court order approving Any amounts the Transition Agreement and Company pays to the Break-Up Fee Placement Agent under this section shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at credited towards any time or the Servicing Agreement prior future fees payable to the effective date of Placement Agent or its affiliates for assisting the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction Company with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).future transaction

Break-Up Fee. On In the event, and only in the event, (i) Buyer is entitled to a return of the Deposit in accordance with Section 11.2 and (ii) all or any portion of the Assets are sold by Seller to any person or legal entity (other than Buyer or its affiliates) pursuant to a final order of the Bankruptcy Court, which transaction or transactions (each, an "Alternative Transaction") closes on or before 90 days after the date the Petitions are filed of this Agreement (such closing for each Alternative Transaction, the "Petition DateAlternative Closing"), RAG shall file then, and, except as otherwise provided herein, Seller agrees (as Buyer's sole and exclusive remedy under this Agreement or otherwise) to pay Buyer a motion one-time "Break-Up Fee" (after consulting herein so called) equal to the lesser of (i) the reasonable out-of-pocket third party expenses incurred by Buyer in connection with this Agreement and obtaining the input from counsel to UDC) seeking a hearing date on approval Buyer's due diligence of the Transition Agreement in Assets and (ii) the form attached hereto as Exhibit Bsum of $100,000.00, and the which Break-Up Fee (as defined below) shall be paid to Buyer at the Alternative Closing, if and only if, an Alternative Closing occurs on or before 90 days after the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assetsdate hereof. The Bankruptcy Court order approving the Transition Agreement and payment of the Break-Up Fee shall be reasonably satisfactory constitute Buyer's sole and exclusive remedy in form the event an Alternative Closing occurs. In the event the Closing under this Agreement fails to occur for any reason or for no reason and substance the Alternative Closing fails to each Party hereto (occur within 90 days after the "date hereof, for any reason or for no reason, then, no Break-Up Fee Order"or any other payment of any kind whatsoever shall payable to Buyer by Seller. In the event Buyer terminates this Agreement in accordance with Section 7.1 or Section 11.1(e). The Reliance Entities shall pay to UDC a $2,000,000 fee , (the "f) or (g), then, no Break-Up Fee") in Fee or any other payment of any kind whatsoever shall be payable to Buyer by Seller. In the event that after the Bankruptcy Court has entered Seller terminates this Agreement in accordance with Section 11.1, then, no Break-Up Fee or any other payment of any kind whatsoever shall payable to Buyer by Seller. If more than one Alternative Transaction closes, then, only one Break Up Fee shall be paid to Buyer. This Section 11.3 and Seller's obligation to pay the Break-Up Fee Order, (a) RAG and UDC execute and deliver shall survive the Warrant Agreement and (b)(i) UDC terminates the Transition termination of this Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).

Break-Up Fee. On A. If the date transactions contemplated by this Agreement are not consummated because the Petitions are filed Stockholders fail to close such transactions even though all conditions to the obligations of the Stockholders under Section 10.1 have been satisfied, then (i) the Stockholders (or the Company) jointly and severally shall reimburse Buyer for its reasonable expenses (including attorneys’ fees and fees of other professional advisors) incurred in connection with the negotiation of the transactions and the preparation of the Transaction Documents; provided, however, that such reimbursement will not exceed the sum of $[ * ], and (ii) if, prior to September 1, 2006, the Stockholders agree, or the Company agrees, to a term sheet, letter of intent or definitive agreement, whether oral or in writing, relating to the sale of the Business to a third party, in whole or in part, whether through purchase, merger, consolidation or other business combination (other than sales of inventory or immaterial portions of the Company’s assets in the ordinary course) or such transaction is ultimately consummated, then upon the occurrence of either such event, subject to Section 13.3, the Stockholders (or the Company) jointly and severally will pay to Buyer the sum of $[ * ] (the "Petition Date"“Break-Up Fee”). B. If the transactions contemplated by this Agreement are not consummated because Buyer fails to close such transactions even though all conditions to the obligations of Buyer under Section 10.2 have been satisfied, RAG then (i) Buyer or Meritage shall file reimburse the Stockholders for their reasonable expenses (including attorneys’ fees and fees of other professional advisers, but excluding any fees which are in form or substance a motion (after consulting success fee contingent upon the closing) incurred in connection with and obtaining the input from counsel to UDC) seeking a hearing date on approval negotiation of the Transition Agreement transactions and the preparation of the Transaction Documents; provided, however, that such reimbursement will not exceed the sum of $[ * ], and (ii) if, prior to September 1, 2006, Buyer or Meritage or any of Meritage’s Subsidiaries agrees to a term sheet, letter of intent or definitive agreement, whether oral or in writing, relating to the acquisition of another residential homebuilder in the form attached hereto as Exhibit BOrlando, Florida market, in whole or in part, whether through purchase, merger, consolidation or other business combination or such transaction is ultimately consummated, then upon the occurrence of either such event, subject to Section 13.3, Buyer and Meritage, jointly and severally, agree to pay to the Stockholders’ Representative the Break-Up Fee. C. The parties agree that the Break-Up Fee (is a reasonable estimate of the damages to be suffered by the other party or parties in the event that a party or parties fail to * Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request. close the transactions contemplated hereunder as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for set forth above in this Section 6.4 and that the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of intended by the parties to be a penalty for any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements)circumstance.

Break-Up Fee. On the date the Petitions are filed (the "Petition ------------ Date"), RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the that UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(ib) (i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).

Break-Up Fee. On Seller agrees if Seller accepts any bid for the date the Petitions are filed Acquired Assets other than from Purchaser (the "Petition Date"including any credit bid made by Lenders), RAG or otherwise enters into any agreement(s) to sell, transfer or assign the Acquired Assets (or stock or other securities of Seller or of any of Seller’s direct or indirect parent companies or subsidiaries or other business combination involving Seller) to any Person other than Purchaser, or Seller fails to consummate this transaction for any reason (other than a material breach by Purchaser of this Agreement), Purchaser shall file be entitled to a motion break-up fee in the amount of 3% (after consulting with and obtaining the input from counsel to UDCthree percent) seeking a hearing date on approval of the Transition Agreement Purchase Price (“Break-Up Fee”) and reimbursement of its out of pocket fees and expenses in an amount not to exceed $50,000 (fifty thousand dollars) (“Expense Reimbursement”), payable by Seller, as consideration of and reimbursement for, among other things, the form attached hereto as Exhibit Bsignificant efforts and funds expended by Purchaser in connection with its possible acquisition of the Acquired Assets. If payable pursuant to this Section 7.3, and the Break-Up Fee and Expense Reimbursement shall be paid by Seller no later than one (as defined below1) on or before the tenth business day following termination of this Agreement pursuant to Section 7.1 above. Notwithstanding anything to the Petition Date. Such motion shall request the UDC's claim for contrary in this Section 7.3, the Break-Up Fee and Expense Reimbursement shall not be afforded status as paid if Purchaser and Seller consummate the Closing on or before January 15, 2004, irrespective of whether Seller had previously accepted a superpriority administrative claim secured by a lien on the Reliance Entities' assetscompeting bid or otherwise. The Break-Up Fee and Expense Reimbursement shall constitute an allowed administrative expense claim in the Bankruptcy Court order approving Case with priority under of a kind specified in sections 503 and 507 of the Transition Agreement Bankruptcy Code. Seller acknowledges that Purchaser would not have invested the effort in negotiating and documenting this proposed transaction and incurred obligations to pay its outside advisors if Purchaser were not entitled to the Break-Up Fee shall be reasonably satisfactory and Expense Reimbursement in form and substance to each Party hereto (accordance with the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition terms of this Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).

Break-Up Fee. On The Debtors hereby acknowledge and agree that the date Backstop Providers have expended, and will continue to expend, considerable time and expense in connection with this Agreement and the Petitions are filed negotiation hereof, and that this Agreement provides substantial value to, is beneficial to, and is necessary to preserve, the Debtors’ estates, and that the Backstop Providers have made a substantial contribution to the Debtors and their estates. If (a) a Competing Transaction Event occurs prior to the Closing, (b) an order, in form and substance reasonably satisfactory to Requisite Backstop Providers, confirming the Plan is not entered by the Bankruptcy Court on or before September 12, 2011, (c) the Effective Date has not occurred by the earlier of (i) October 1, 2011 and (ii) the fifteenth (15th) calendar day following the entry of an order confirming the Plan, in each case unless the order confirming the Plan has not become a Final Order prior to such date, or (d) the Debtors terminate this Agreement pursuant to the exercise of the Fiduciary Out (any of the events described in clauses (a) through (d), so long as no such event is caused by a breach of this Agreement by the Backstop Providers, a “Triggering Event”), at any time prior to the termination of this Agreement and the Backstop Commitments in accordance with the terms hereof (including a termination on account of the occurrence of the Termination Date), then the Debtors will pay to the Non-Defaulting Backstop Providers, within five (5) Business Days of the Triggering Event, a cash fee in the aggregate amount of $1,100,000 (the "Petition Date"“Break-Up Fee”), RAG shall file a motion (after consulting with and obtaining the input from counsel . The Debtors will not be required to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and pay the Break-Up Fee if (as defined belowi) on or before this Agreement and the tenth day following Backstop Commitments are not terminated and (ii) the Petition Datetransactions contemplated by this Agreement, the Plan Support Agreement and the Term Sheets are consummated in accordance with their terms. Such motion shall request the UDC's claim for the The Break-Up Fee (A) shall be afforded status as a superpriority administrative claim secured by a lien deemed earned in full on the Reliance Entities' assetsdate of the occurrence of the Triggering Event, (B) shall be paid to the Non-Defaulting Backstop Providers on a pro rata basis (based on their respective Backstop Commitment Amounts on the Execution Date), and (C) shall be paid without setoff or recoupment and shall not be subject to defense or offset on account of any claim, defense or counterclaim. The Bankruptcy Court order approving the Transition terms set forth in this Section 1.5 shall survive termination of this Agreement and shall remain in full force and effect regardless of whether the transactions contemplated by this Agreement are consummated. The parties acknowledge that the agreements contained in this Section 1.5 are an integral part of the transactions contemplated by this Agreement, are actually necessary to preserve the value of the Debtors’ estates and constitute liquidated damages and not a penalty, and that, without these agreements, the Backstop Providers would not have entered into this Agreement. The Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "payable without Bankruptcy Court review or further Bankruptcy Court order. The Break-Up Fee Order")constitutes an allowed administrative expense against the Debtors’ estates under the Bankruptcy Code. The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing obligations set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") this Section 1.5 are in the event that after the Bankruptcy Court has entered the Break-Up Fee Orderaddition to, and do not limit, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements)Debtors’ obligations under Sections 1.4 and 8 hereof.

Break-Up Fee. On the date the Petitions are filed (the "Petition Date"), RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the Any "Break-Up Fee Order")Fee" paid hereunder shall be used in part to reimburse the recipient party for lost opportunity costs and transaction expenses incurred in connection with the Acquisition. The Reliance Entities shall pay to UDC a $2,000,000 fee (For the purposes of this letter of intent the "Break-Up Fee"" shall be an amount that is equal to the aggregate amount previously advanced by the Buyer to the Seller pursuant to the Note as of the date that such Break-Up Fee becomes due. (a) in the event that after the Bankruptcy Court has entered Seller shall pay to Buyer the Break-Up Fee Order, if (ai) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of Seller breaches any of such Agreements)its obligations under this letter of intent; (ii) if Seller or shareholders of Seller consummate a Third Party Acquisition or enter into a binding agreement therefor; or (iiiii) if Shareholder Approval is not obtained, which shall, in each case, be the Transactions are not consummated solely Buyer's sole and exclusive remedy except as otherwise expressly provided herein; provided however, if Seller or shareholders of Seller consummate a result Third Party Acquisition or enter into a binding agreement therefor or Seller otherwise breaches any of its obligations under Section 16,then notwithstanding the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure first paragraph of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered this Section 13, the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or due to Buyer by Seller under this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior Section 13(a) shall be an amount equal to the effective date greater of (i) the "Break Up Fee" as defined in the first paragraph of this Section 13(a) and (ii) $500,000. The Note shall remain due and payable to Buyer in accordance with its terms, notwithstanding any payment due or made by Seller under this Section 13(a). (b) Buyer shall pay to Seller the Break-Up Fee if Buyer breaches any of its obligations under this letter of intent which shall be the Seller's sole and exclusive remedy for such breach except as otherwise expressly provided herein. Payment by Buyer to Seller of the Consensual Plan, as applicable (provided that at such time Break-Up Fee pursuant to this Section 13(b) shall be satisfied by Buyer's forgiveness of all or part of the Reliance Entities are not then in breach of any of such AgreementsNote equal to the Break-Up Fee amount owed by Buyer under this Section 13(b).

Break-Up Fee. On If (a) WRT breaches in any material respect any of its covenants or obligations under this Commitment Agreement or the date the Petitions are filed Plan, (the "Petition Date")b) WRT reaches an agreement in principle with respect to, RAG shall file accepts a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim commitment for the Break-Up Fee be afforded status purchase of, contracts to sell or sells WRT or a material portion of its assets or operations, or, pursuant to a plan of reorganization or otherwise, debt or equity securities of WRT, to any person other than an Extant Bidder, DLB and Wexford or persons approved by DLB and Wexford, or WRT terminates this Commitment Agreement for any reason other than as a superpriority administrative claim secured result of a material breach hereof by DLB and Wexford or (c) a lien on plan of reorganization for WRT other than the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto Plan or a plan proposed solely by an Extant Bidder is confirmed (the collectively, a "Break-Up Fee OrderEvent"). The Reliance Entities , then (x) DLB and Wexford shall have the right to terminate this Commitment Agreement or pursue any other legal remedy hereunder and (y) WRT shall immediately pay to UDC DLB and Wexford, in addition to the reimbursement of out-of-pocket expenses set forth in Section 10.03 hereof, a $2,000,000 fee (the "Break-Up Fee") in the event amount of $700,000, payable following written demand therefor by DLB and Wexford; provided, however, that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied payable if (x) any of the Transactions are conditions precedent contained in this Commitment Agreement or the Plan is not consummated due to the failure met or (y) DLB and Wexford breaches any of a condition to Closing set forth in paragraph 6 below to have been satisfiedtheir covenants or obligations under this Commitment Agreement. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the The Break-Up Fee Ordershall be an administrative expense claim under Section 503(b)(1)(A) of the Bankruptcy Code payable at the time all other such administrative expenses are paid (other than professional fees and administrative expenses paid in the ordinary course). The Break-Up Fee shall be payable to DLB and Wexford if, and only if, at the Reliance Entities occurrence of the Break- Up Event, DLB and Wexford shall have not theretofore exercised any right or stated its intent to terminate the Transition or not perform its obligations under this Commitment Agreement, except as a consequence of the Servicing failure of WRT to perform its material covenants or obligations under this Commitment Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).