Common use of Conditions of Termination Clause in Contracts

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement written consent of the parties.Seller and the Buyer; c. LESSEE may termination (b) By the Buyer, if Seller has breached any representation, warranty, covenant or agreement contained in this agreement without cause at any time upon ____ days’ Agreement and has not cured such breach within ten Business Days after written notice to COMPANY. LESSEE agrees the Seller (provided, that for a period the Buyer is not then in material breach of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 12.1 or Section 12.2 hereof, as the case may be, will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Seller, if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within ten Business Days after written notice to the Buyer (provided, that the Seller is not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a period breach which by its nature cannot be cured) such that the conditions set forth in Section 11.1 or Section 11.2 hereof, as the case may be, will not be satisfied; (d) By the Seller or the Buyer if: (i) there shall be a final, non-appealable order of time sufficient a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to investigate COMPANY’s belief. Such temporary revocation the transactions contemplated hereby by COMPANY’s any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) By the Seller or the Buyer if the Closing shall not waive COMPANY’s have been consummated by 12:01 AM Eastern Standard Time on May 2, 2007; provided that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 13.1(e) shall not be available to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason any party whose failure to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at fulfill any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle material obligation under this Agreement for a period has been both willful and the cause of, or resulted in, the failure of 30 days, COMPANY may terminate this Agreement without notice the Closing to LESSEEoccur on or before such date.

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees Buyer, on or after the date that for a period of ____ is 150 calendar days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreementafter the Petition Date (the “Warranty Termination Date”), LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for if the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or condition contained in Section 9.1(a) has not been performing pursuant to the terms of this Agreementsatisfied or waived; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s however, that Seller shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test under this Section 10.1(b) if Seller is then in material breach of this Agreement; (c) By Seller, by notice to Buyer, if Seller has previously provided Buyer with written notice of Buyer’s failure to perform any material covenant of Buyer contained in this Agreement and grounds for cancellation Buyer has failed within five (5) days after such notice to perform such covenant; provided, however, that Seller shall not have the right to terminate this Agreement under this Section 10.1(c) if Seller is then in material breach of this Agreement.; f. This Agreement may be cancelled at any time (d) By Seller, by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does Buyer, on or after the date that is 150 calendar days after the Petition Date (the “Approval Termination Date”), if any condition contained in Section 9.1(c) or Section 9.1(d) has not operate been satisfied or waived; provided, however, that Seller shall not have the Vehicle under this Agreement for a period of 30 days, COMPANY may right to terminate this Agreement without under this Section 10.1(d) if Seller is then in material breach of this Agreement; (e) By Buyer, by notice to LESSEESeller, on or after the Warranty Termination Date, if the condition contained in Section 9.2(a) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by notice to Seller, if Buyer has previously provided Seller with written notice of a failure to perform any material covenant of Seller contained in this Agreement and Seller has failed within five (5) days after such notice to perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by notice to Seller, after the Approval Termination Date, if any condition contained in Section 9.2(c) or Section 9.2(d) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(g) if Buyer is then in material breach of this Agreement; (h) By Buyer, by notice to Seller, or by Seller, by notice to Buyer, if the Bankruptcy Court enters an Order dismissing or converting the Bankruptcy Case into a case under Chapter 7 of the Bankruptcy Code, appointing a trustee in the Bankruptcy Case, or appointing an examiner with enlarged power related to the operation of the Business (beyond those set forth in Section 1106(a)(3) or (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code, or the occurrence of any of the foregoing; (i) By Seller, five (5) Business Days after notice to Buyer, if the Bankruptcy Court has not entered the Sale Order by the date that is 60 calendar days after the Petition Date; (j) Automatically, upon the earlier of (i) Seller consummating an Alternative Transaction, and (ii) sixty (60) days following the date upon which the Bankruptcy Court issues a Final Order approving an Alternative Transaction; and (k) As provided for in Section 3.2(a).

Conditions of Termination. a. COMPANY (a) Notwithstanding anything to the contrary contained herein, this Purchase Agreement may terminate be terminated, and the transactions contemplated hereby may be abandoned, at any time before completion of the Closing, (i) by mutual consent of the Seller and REI, or (ii) by either REI or the Seller if all conditions to Closing contained in this Purchase Agreement have been satisfied on or prior to the Closing Date (other than those set forth in Section 9.05 and those that by their terms are to be satisfied at the Closing), and the Closing shall not have occurred on such date, or (iii) by either REI or the Seller if any condition to Closing (other than those set forth in Section 9.05 and those that by their terms are to be satisfied at the Closing) has not been satisfied on or prior to the Closing Date, and the Closing shall not have occurred by June 3, 1999; provided, however, that this Purchase Agreement may not be terminated by a party if the failure of the Closing to occur by such date is due to the breach of any provision hereof by such party. (b) This Purchase Agreement may, by notice given in the event LESSEE breaches manner hereinafter provided, be terminated and abandoned at any time prior to completion of the Closing: (i) by the Seller if there has been a material misrepresentation in Article VI hereof by REI or a material default or breach by REI with respect to REI, due and timely performance of any of REI, covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default, or breach shall not have been cured within ten (10) days after receipt by REI of notice specifying particularly such misrepresentation, default, or breach; or (ii) by the Seller if the Seller accepts an unsolicited proposal from a third party for purchase of the Shares; or (iii) by REI if there has been a material misrepresentation in Article V hereof by the Seller or a material default or breach by the Seller with respect to the Seller's due and timely performance of any of the terms, obligation, or provisions of Seller's covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s breach shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time have been cured within ten (10) days after receipt by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk Seller of harm to passengers notice specifying particularly such misrepresentation, default or othersbreach. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Parent, ISG and Buyer; (b) By Parent by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will notBuyer, or has by Buyer by notice to Parent, on or after the date that is six months after the Execution Date (the "Termination Date"), if the Closing shall not been performing pursuant have occurred on or prior to the terms of this AgreementTermination Date; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for however, that a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s party shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use under this Section 8.1(b) if any Seller (in case of controlled substances, termination by Parent) or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, Buyer or post-accident basis. Refusal to test ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By Parent by notice to Buyer, or by Buyer by notice to Parent, if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(d) shall have become effective; provided, however, that the party seeking to terminate this Agreement pursuant to this (d) By Parent, by notice to Buyer, if Parent has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 or Section 4.3, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or a material failure to perform any covenant of ISG or Buyer contained in this Agreement or any Ancillary Agreement to which ISG or Buyer is party, and grounds for cancellation ISG or Buyer, as applicable, has failed, within 10 days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Parent of ISG's or Buyer's ability, as applicable, to remedy such inaccuracy or perform such covenant; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 8.1(d) if any Seller is then in material breach of this Agreement; (e) By Buyer, by notice to Parent, if Buyer has previously provided Parent with notice of any inaccuracy of any representation or warranty of Sellers contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Seller Material Adverse Effect, or a material failure to perform any covenant of Sellers contained in this Agreement or any Ancillary Agreement to which any Seller is party, and Sellers have failed, within 10 days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Sellers' ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if ISG or Buyer is then in material breach of this Agreement; (f) By Buyer, by notice to Parent, if any event, fact or circumstance identified in Section 7.2(f) or Section 7.2(g) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if ISG or Buyer is then in material breach of this Agreement. f. This Agreement may be cancelled at any time (g) By Buyer, by notice to Parent, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within two Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit C or in other form satisfactory to Buyer) is not entered by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk Bankruptcy Court within 25 days of harm the Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory to passengers or othersBuyer) is not entered by the Bankruptcy Court within 60 days of the Execution Date. g. LESSEE agrees that (h) Automatically, if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those factsSellers consummate an Alternative Transaction. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY (a) Notwithstanding anything to the contrary contained herein, this Purchase Agreement may terminate be terminated, and the transactions contemplated hereby may be abandoned, at any time before completion of the Closing, (i) by mutual consent of the Seller and REI, or (ii) by either REI or the Seller if all conditions to Closing contained in this Purchase Agreement have been satisfied on or prior to the Closing Date (other than those set forth in SECTION 9.05 and those that by their terms are to be satisfied at the Closing), and the Closing shall not have occurred on such date, or (iii) by either REI or the Seller if any condition to Closing (other than those set forth in SECTION 9.05 and those that by their terms are to be satisfied at the Closing) has not been satisfied on or prior to the Closing Date, and the Closing shall not have occurred by June 3, 1999; provided, however, that this Purchase Agreement may not be terminated by a party if the failure of the Closing to occur by such date is due to the breach of any provision hereof by such party. (b) This Purchase Agreement may, by notice given in the event LESSEE breaches manner hereinafter provided, be terminated and abandoned at any time prior to completion of the Closing: (i) by the Seller if there has been a material misrepresentation in ARTICLE VI hereof by REI or a material default or breach by REI with respect to REI, due and timely performance of any of REI, covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default, or breach shall not have been cured within ten (10) days after receipt by REI of notice specifying particularly such misrepresentation, default, or breach; or (ii) by the Seller if the Seller accepts an unsolicited proposal from a third party for purchase of the Shares; or (iii) by REI if there has been a material misrepresentation in ARTICLE V hereof by the Seller or a material default or breach by the Seller with respect to the Seller's due and timely performance of any of the terms, obligation, or provisions of Seller's covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s breach shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time have been cured within ten (10) days after receipt by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk Seller of harm to passengers notice specifying particularly such misrepresentation, default or othersbreach. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate this Agreement in Physician understands and agrees that cause for termination of employment includes, but is not limited to the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(sfollowing: (A) “ ”. b. This Agreement may be terminated at At any time by mutual agreement in writing between Employer and Employee. (B) At the loss or the suspension of the partiesright to conduct the practice of medicine by Employee, or the loss, or suspension of any right or privilege necessary or incident thereto, or the loss, suspension, or limitation of Employee's Controlled Substance license, or if Employee performs any negligent or intentional act which directly or indirectly damages the reputation or property of Employer. c. LESSEE may termination (C) At the death of Employee, provided however, that the provisions of this agreement without cause at any time Agreement regarding Employee's death shall be performed by the Employer. (D) At the option of the Employer, upon ____ days’ thirty (30) days prior written notice for "good cause", which shall mean failure of Employee to COMPANY. LESSEE agrees that for a period provide the agreed duties hereunder or willful violation by Employee of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to of the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees (E) Upon a party hereto failing to be tested for perform any covenant or condition hereunder within thirty (30) days after written notice and demand, the illegal use of controlled substances, or for blood alcohol level. LESSEE non-defaulting party may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of terminate this Agreement. f. This Agreement may be cancelled at (F) Upon the bankruptcy, insolvency or assignment for the benefit of the creditors of Employer, or any time by other type of voluntary or involuntary creditors proceeding involving the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk property of harm to passengers or othersEmployer. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise (G) Upon Employee's failure to the alleged breach. If written notice is not given within 30 days satisfactorily comply with accepted standards of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those factsmedical practice and professional conduct. h. After (H) If Employee engages in the initial termabuse of drugs, this Agreement may be cancelled by COMPANYintoxicants or other mood-altering substances or if Employee treats or attempts to treat a patient while under the influence of drugs, without cause, with 30 days notice to LESSEEintoxicants or other mood-altering substances. i. If Lessee (I) Upon thirty days notice, at the option of the Employer if Employee does not operate satisfy the Vehicle under this Agreement for a period credentialing requirements of 30 days, COMPANY may terminate this Agreement without notice to LESSEEthe managed care and other plans with which Employer participate.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement consent of the parties.Seller and the Buyer; c. LESSEE may termination (b) By the Buyer if the Seller has breached any representation, warranty, covenant or agreement contained in this agreement without cause at any time upon ____ days’ Agreement and has not cured such breach within ten (10) Business Days after written notice to COMPANY. LESSEE agrees the Seller (provided, that for a period the Buyer is not then in material breach of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 11.1 or Section 11.2 hereof, as the case may be, will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Seller if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within ten (10) Business Days after written notice to the Buyer (provided, that the Seller is not then in material breach of the terms of this Agreement, and provided, further, that no cure period shall be required for a period breach which by its nature cannot be cured) such that the conditions set forth in Section 10.1 or Section 10.2 hereof, as the case may be, will not be satisfied; (d) By the Seller or the Buyer if: (i) there shall be a final, non-appealable order of time sufficient a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to investigate COMPANY’s belief. Such temporary revocation the transactions contemplated hereby by COMPANY’s any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) By the Seller or the Buyer if the Closing shall not waive COMPANY’s have been consummated by June 30, 2002, provided that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 12.1(e) shall not be available to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason any party whose failure to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at fulfill any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle material obligation under this Agreement for a period has been both willful and the cause of, or resulted in, the failure of 30 days, COMPANY may terminate this Agreement without notice the Closing to LESSEEoccur on or before such date.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 9.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees Buyer, or by Buyer, by written notice to Seller, if any injunction, other order, or proceedings/investigations instituted by any Governmental Authorities that for a period would delay, impair or otherwise hinder the Closing of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel the transactions contemplated by this agreement, LESSEE will not operate restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to terminate this Agreement pursuant to this Section 9.1(b) has used its commercially reasonable efforts to remove such injunction or other order; (c) By Seller, by written notice to Buyer, if Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 5.2 which inaccuracy could reasonably be expected to result in a vehicle that could compete material failure to service parties with whom COMPANY has written agreements, except as authorized under perform any covenant of Buying Parties contained in this Agreement, provided and Buying Parties have failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Seller of Buying Parties’ ability to remedy such inaccuracy or perform such covenant; provided, that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s Seller shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use under this Section 9.1(c) if either of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test Selling Parties is in material breach of this Agreement and grounds for cancellation at the t▇▇▇ ▇▇▇▇▇▇ gives such notice; (d) By Buyer, by written notice to Seller, if Buyer has previously provided Selling Parties with written notice of this Agreement. f. This Agreement may any inaccuracy of any representation or warranty of Selling Parties contained in Sections 5.1 or 5.2 which inaccuracy could reasonably be cancelled at expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk covenant of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is Seller contained in any way breaching this Agreement, LESSEE and Selling Parties have failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Selling Parties’ ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEEunder this Section 9.1(d) if either of Buying Parties’ is in material breach of this Agreement at the time it gives such notice; and (e) By the Seller or the Buyer in accordance with Section 8.3.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will notBuyer, or by Buyer, by written notice to Seller, on or after January 28, 2010 if the Closing has not been performing pursuant occurred by that date (the date of such written notice, the “Termination Date”), subject, however, to extension by the mutual written consent of Seller, Seller’s lenders, the official unsecured creditors’ committee in the Bankruptcy Case and Buyer, if the Closing shall not have occurred on or prior to the terms of this AgreementTermination Date; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for however that a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s party shall not waive COMPANY’s have the right to terminate this Agreement as herein provided.under this Section 8.1(b) if Seller (in case of termination by Seller) or Buyer (in case of termination by Buyer) is then in material breach of this Agreement; e. LESSEE agrees (c) By Seller, by written notice to be tested for the illegal use of controlled substancesBuyer, or for blood alcohol level. LESSEE may be tested on a randomby Buyer, volunteerby written notice to Seller, “reason to believe”if any injunction, other order, or post-accident basis. Refusal proceedings/investigations instituted by any governmental agencies or departments that would delay, impair or otherwise hinder the Closing of the transactions contemplated by this Agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to test terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By Seller, by written notice to Buyer, if Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any covenant of Buyer contained in this Agreement, and Buyer has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Seller of Buyer’s ability to remedy such inaccuracy or perform such covenant; provided, that Seller shall not have the right to terminate this Agreement under this Section 8.1(d) if Seller is in material breach of this Agreement and grounds for cancellation at the ▇▇▇▇ ▇▇▇▇▇▇ gives such notice; (e) By Buyer, by written notice to Seller, if Buyer has previously provided Seller with written notice of this Agreement.any inaccuracy of any representation or warranty of Seller contained in f. This Agreement may Section 4.1 which inaccuracy could reasonably be cancelled at expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk covenant of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is Seller contained in any way breaching this Agreement, LESSEE and Seller has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Seller’s ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without under this Section 8.1(e) if Buyer is in material breach of this Agreement at the time it gives such notice; (f) By Buyer, by written notice to LESSEESeller, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court within one (1) Business Day after the Execution Date, (ii) the Bidding Procedures Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court by January 11, 2010 or (iii) the Bankruptcy Sale Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court by January 26, 2010; or (g) By Buyer, if Seller enters into a definitive written agreement providing for an Alternative Transaction (including an Alternative Transaction that is for less than all of the Supermarkets) pursuant to the Bidding Procedures Order subject, however, to Buyer’s rights to the Break-Up Fee as provided for hereunder and in the Bidding Procedures Order.

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time prior to the Closing: (i) by the mutual agreement written consent of the parties.Parties; c. LESSEE may termination (ii) by the Requisite Purchasers if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by the Company or any Seller in the representations and warranties or covenants set forth in this agreement without cause at Agreement or the Schedules and Exhibits attached hereto, which in the case of any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period breach of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or covenant has not been performing cured within twenty (20) days after written notification thereof by the Requisite Purchasers to the Company and the Sellers; (iii) by the Company and the Sellers if there has been a material misrepresentation, material breach of warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within twenty (20) days after written notification thereof by the Company and the Sellers to the Purchasers; or (iv) by the Requisite Purchasers or the Company and the Sellers if the transactions contemplated hereby have not been consummated by September 15, 1997; provided that the Party electing termination pursuant to the terms this clause (iv) is not in breach of this Agreementany of its representations, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under warranties, covenants or agreements contained in this Agreement for a period or the Schedules and Exhibits attached hereto. In the event of time sufficient termination by either the Requisite Purchasers or the Company and the Sellers pursuant to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s this Paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to forthwith be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise delivered to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those factsother Parties. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. ‎Section 7.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual consent of Sellers and Buyer; (b) By Sellers, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees Buyer, if Sellers have provided Buyer with notice of any material inaccuracy of any representation or warranty contained in ‎Section 4.2, or of a material failure to perform any covenant or obligation of Buyer contained in this Agreement or any Ancillary Agreement to which Buyer is party, and Buyer has failed, within ten (10) Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Sellers of Buyer’s ability to remedy such inaccuracy or perform such covenant or obligation; provided, however, that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE Sellers will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for have the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is under this ‎Section 7.1(b) if Sellers are then in material breach of this Agreement; (c) By Sellers, if the Bankruptcy Court dismisses Sellers’ Chapter 11 cases or converts the Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code; if the Bankruptcy Court confirms a Chapter 11 plan in Sellers’ Chapter 11 cases; or if the Bankruptcy Court appoints a Chapter 11 trustee or an examiner with expanded powers; (d) By Buyer, by notice to Sellers, if Buyer has previously provided Sellers with notice of any material inaccuracy of any representation or warranty of Sellers contained in ‎Section 4.1 or a material failure to perform any covenant or obligation of Sellers contained in this Agreement or any Ancillary Agreement to which Sellers are party, and grounds for cancellation Sellers have failed, within ten (10) Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Sellers’ ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer will not have the right to terminate this Agreement under this ‎Section 7.1(d) if Buyer is then in material breach of this Agreement.; f. This Agreement may be cancelled at (e) By any time party by giving written notice to the COMPANY other parties if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm the Closing shall not have occurred on or prior to passengers or others. g. LESSEE agrees the Outside Date; provided, however, that if LESSEE believes the Closing shall not have occurred on or contends COMPANY has breachedbefore the Outside Date due to a material breach of any representations, warranties, covenants or is agreements contained in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement by Buyer or Sellers, then the breaching party may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without pursuant to this ‎Section 7.1(e); (f) Automatically, upon the issuance of a final and non-appealable order, decree, or ruling by a Governmental Authority to permanently restrain, enjoin or otherwise prohibit the Closing; or (g) By Buyer, by notice to LESSEE.Seller, if (i) if any of the Sellers files (y) any motion with the Bankruptcy Court seeking an order approving, or (z) any plan involving, any 12368957v1

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Sellers and Buyer; (b) By Sellers, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will notBuyer, or has by Buyer, by written notice to Sellers, on or after the date that is 65 days after the Execution Date (the “Termination Date”), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not been performing pursuant have occurred on or prior to the terms of this AgreementTermination Date; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for however that a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s party shall not waive COMPANY’s have the right to terminate this Agreement as herein provided.under this Section 8.1(b) if any Seller (in case of termination by Sellers) or Buyer (in case of termination by Buyer) is then in material breach of this Agreement; e. LESSEE agrees (c) By Sellers, by written notice to be tested for the illegal use of controlled substancesBuyer, or for blood alcohol level. LESSEE may by Buyer, by written notice to Sellers, if any injunction or other order restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By Sellers, by written notice to Buyer, if Sellers have previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be tested on expected to result in, individually or in the aggregate with the results of other inaccuracies, a random, volunteer, “reason to believe”Material Adverse Effect, or post-accident basis. Refusal a material failure to test perform any covenant of Buyer contained in this Agreement, and Buyer has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Sellers of Buyer’s ability to remedy such inaccuracy or perform such covenant; provided, that no Seller shall have the right to terminate this Agreement under this Section 8.1(d) if any Seller is in material breach of this Agreement and grounds for cancellation at the time either Seller gives such notice; (e) By Buyer, by written notice to Sellers, if Buyer has previously provided Sellers with written notice of this Agreement. f. This Agreement may any inaccuracy of any representation or warranty of any Seller contained in Section 4.1 which inaccuracy could reasonably be cancelled at any time by expected to result in, individually or in the COMPANY if COMPANY has aggregate with the results of other inaccuracies, a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breachedMaterial Adverse Effect, or is a material failure to perform any covenant of any Seller contained in any way breaching this Agreement, LESSEE and any Seller has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller’s ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without under this Section 8.1(e) if Buyer is in material breach of this Agreement at the time it gives such notice; (f) By Buyer, by written notice to LESSEESellers, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court within five Business Days after the Execution Date, (ii) the Bidding Procedures Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court within 15 days of the Execution Date or (iii) the Bankruptcy Sale Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court within 65 days of the Execution Date; (g) By Buyer, written notice to Sellers within the Extended Diligence Period, if the results of Buyer’s due diligence investigation under Section 5.1(c) is not satisfactory to Buyer, in its sole discretion; (h) Automatically, if Sellers enter into a definitive written agreement providing for an Alternative Transaction pursuant to the Bidding Procedures Order; and (i) By Buyer, by written notice to Sellers delivered within one Business Day after gaining knowledge of such damage, if damage to the Acquired Assets in excess of $100,000 occurs prior to the Closing Date; provided, that if damage or casualty to Acquired Assets exceeding $100,000 occurs, Buyer shall have the option in lieu of terminating this Agreement, which option shall be exercisable by Buyer in its sole discretion in writing delivered to Sellers not less than one Business Day prior to the Closing, to reduce Total Consideration otherwise payable by Buyer by the amount that such damage or casualty exceeds $100,000.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement written consent of the parties.Seller and the Buyers; c. LESSEE may termination (b) By the Buyers, if the Seller has materially breached any representation, warranty, covenant, or agreement contained in this agreement without cause at any time upon ____ days’ Agreement, and has not, in the case of a breach of a covenant or agreement, cured such breach within fifteen (15) days after written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, the Seller (provided that this restriction will no Buyer is not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to then in material breach of the terms of this AgreementAgreement and provided, COMPANY may further, that no cure period shall be required for a breach that by its nature cannot be cured) such that the conditions set forth in Article IX hereof will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Seller, if any Buyer has materially breached any representation, warranty, covenant, or agreement contained in this Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within fifteen (15) days after written notice to the Buyers (provided that the Seller is not then in material breach of the terms of this Agreement and provided, further, that no cure period shall be required for a period breach that by its nature cannot be cured) such that the conditions set forth in Article VIII will not be satisfied; (d) By the Seller or the Buyers if: (i) there shall be a final, nonappealable Order of time sufficient a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken or any Law, statute, rule, regulation, or Order enacted, promulgated, or issued or deemed applicable to investigate COMPANY’s belief. Such temporary revocation the transactions contemplated hereby by COMPANY’s any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or (e) By the Seller or the Buyers if the Closing shall not waive COMPANY’s have been consummated by January 31, 2014, for any reason, provided that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 12.01(e) shall not be available to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason any Party whose failure to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at fulfill any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle material obligation under this Agreement for a period has been the cause of, or resulted in, the failure of 30 days, COMPANY may terminate this Agreement without notice the Closing to LESSEEoccur on or before such date.

Conditions of Termination. a. COMPANY (a) Notwithstanding anything to the contrary contained herein, this Purchase Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time before completion of the Closing, by mutual consent of the Issuer and the Purchasers. This Purchase Agreement shall terminate without action by any party hereto if completion of the Closing does not occur on or before February 28, 1997, if any condition to the Closing shall not have been satisfied or waived by such date; provided, however, that this Purchase Agreement may not be terminated by a party if the failure of the Closing to occur by such date is due to the breach of any provision hereof by such party. (b) This Purchase Agreement may, by notice given in the event LESSEE breaches manner hereinafter provided, be terminated and abandoned at any time prior to completion of the Closing: (i) by the Issuer or International if there has been a material misrepresentation in Article V hereof by the Purchasers (or any of them) or a material default or breach by the Purchasers (or any of them) with respect to the Purchasers' due and timely performance of any of the termsPurchasers' covenants and agreements contained in this Purchase Agreement, obligationand such misrepresentation, default, or provisions breach shall not have been cured within ten (10) days after receipt by the Purchasers of notice specifying particularly such misrepresentation, default, or breach; or (ii) by the Purchasers if there has been a material misrepresentation in Article IV hereof by the Issuer or International or a material default or breach by the Issuer or International with respect to the Issuer's or International's due and timely performance of any of the Issuer's or International's covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s breach shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time have been cured within ten (10) days after receipt by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk Issuer of harm to passengers notice specifying particularly such misrepresentation, default or othersbreach. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 9.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Seller and Purchaser; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s Purchaser, or by Purchaser, by written notice that LESSEE intends to terminate Seller, if the Closing shall not have taken place on or cancel this agreementbefore May 31, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, 2010 (the “Termination Date”); provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 9.1(b) shall not be available to be tested for (i) Seller, if the illegal use failure of controlled substancesSeller to fulfill any of its obligations under this Agreement has been the cause of, or for blood alcohol level. LESSEE may be tested resulted in, the failure of the Closing to occur on a random, volunteer, “reason to believe”or before the Termination Date, or post-accident basis. Refusal (ii) Purchaser, if the failure of Purchaser to test fulfill any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By Seller, by written notice to Purchaser, if there shall have been a material breach of any covenant, obligation, representation or warranty of Purchaser or AAR contained in this Agreement, and such breach shall not have been remedied within 20 Business Days after receipt by Purchaser of a notice in writing from Seller specifying the breach and requesting such breach be remedied; provided, however, that Seller shall not have the right to terminate this Agreement under this Section 9.1(c) if Seller is then in material breach of this Agreement; or (d) By Purchaser, by written notice to Seller, if there shall have been a material breach of any covenant, obligation, representation or warranty of Seller contained in this Agreement that has prevented the satisfaction of any condition to the obligations of Purchaser at the Closing, and grounds for cancellation such breach shall not have been remedied within 20 Business Days after receipt by Seller of a notice in writing from Purchaser specifying the breach and requesting such breach be remedied; provided, however, that Purchaser shall not have the right to terminate this Agreement under this Section 9.1(d) if Purchaser is then in material breach of this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before the Second Closing: (a) by mutual written agreement of Seller and ▇▇▇▇▇; (b) by Seller or Buyer if any court of competent jurisdiction or other Governmental Authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under transactions contemplated by this Agreement, provided and such Order shall have become final and non-appealable; provided, however, that the Party seeking to terminate this restriction will Agreement pursuant to this clause (b) shall not prevent LESSEE from providing ground transportation services for be available to any Party whose breach or failure to fulfill any obligation under this Agreement has been the general public.cause of, or resulted in, the failure of the First Closing or the Second Closing; d. If at (c) by Buyer, if Seller shall have breached in any time COMPANY believes LESSEE material respect any of its representations or warranties or shall have breached or failed to perform or comply with any of its covenants or agreements in this Agreement in any material respect and such breach or failure cannot, will not, not be cured or has not been performing pursuant cured within thirty (30) days after the giving of written notice by Buyer to Seller specifying such breach or failure; (d) by ▇▇▇▇▇, if the City Approval to the First Closing, City Approval to the Second Closing, DCC Approval to the First Closing and DCC Approval to the Second Closing, and all other approvals or consents required to consummate the transfer of ownership of Company to Buyer, under terms that are satisfactory to Buyer in its sole discretion, are not obtained within twelve (12) months from the Effective Date of this Agreement; or (e) by Seller, COMPANY may (as an alternative if Buyer shall have breached in any material respect any of its representations or warranties or shall have breached or failed to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under perform or comply with any of its covenants or agreements in this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing material respect and such breach or failure cannot be cured or has not been cured within thirty (30) days after the facts giving rise to the alleged breach. If of written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any by Seller to Buyer specifying such breach based upon those factsor failure. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time prior to the Closing: (i) by the mutual agreement written consent of the parties.Parties; c. LESSEE may termination (ii) by the Purchasers if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by the Company or the Seller in the representations and warranties or covenants set forth in this agreement without cause at Agreement or the Schedules and Exhibits attached hereto, which in the case of any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period breach of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or covenant has not been performing cured within ten days after written notification thereof by the Purchasers to the Company and the Seller; (iii) by the Company and the Seller if there has been a material misrepresentation, material breach of warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within ten days after written notification thereof by the Company and the Seller to the Purchasers; (iv) by the Purchaser if any Termination Triggering Event (as defined in ANNEX I hereto) shall have occurred or if the transactions contemplated hereby have not been consummated by August 25, 2000; or (v) by the Company and the Seller if the transactions contemplated hereby have not been consummated by August 25, 2000 and, as of the date of termination pursuant to this clause (v), no Termination Triggering Event has occurred; PROVIDED, FURTHER, THAT the terms Party electing termination pursuant to clause (iv) of this AgreementParagraph 10A is not in breach of any of its representations, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under warranties, covenants or agreements contained in this Agreement for a period or the Schedules and Exhibits attached hereto. In the event of time sufficient termination by either the Purchasers or the Company and the Seller pursuant to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s this Paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to forthwith be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise delivered to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those factsother Parties. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement consent of the parties.Seller and the Buyer; c. LESSEE may termination (b) By the Buyer, if the Seller has breached any representation, warranty, covenant or agreement contained in this agreement without cause at any time upon ____ days’ Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within ten (10) Business Days after written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, the Seller (provided that this restriction will the Buyer is not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to then in material breach of the terms of this Agreement, COMPANY and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 10.1 or Section 10.2 hereof, as the case may be, will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Seller, if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within ten (10) Business Days after written notice to the Buyer (provided that the Seller is not then in material breach of the terms of this Agreement, and provided further that no cure period shall be required for a period breach which by its nature cannot be cured) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the case may be, will not be satisfied; (d) By the Seller or the Buyer if: (i) there shall be a final, non-appealable order of time sufficient a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to investigate COMPANY’s belief. Such temporary revocation the transactions contemplated hereby by COMPANY’s any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) By the Seller or the Buyer if the Closing shall not waive COMPANY’s have been consummated by June 30, 2003; provided that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 11.1(e) shall not be available to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason any party whose failure to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at fulfill any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle material obligation under this Agreement for a period has been both willful and the cause of, or resulted in, the failure of 30 days, COMPANY may terminate this Agreement without notice the Closing to LESSEEoccur on or before such date.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement consent of the parties.Seller and the Buyer; c. LESSEE may termination this agreement without cause at (b) By the Buyer, on the date that is seventy-five (75) days after the date hereof, if any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or condition contained in Section 12 has not been performing pursuant to satisfied or waived; PROVIDED, HOWEVER, that the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees under this paragraph (b) shall not be available to be tested for the illegal use Buyer if its failure to fulfill any of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of its obligations under this Agreement and grounds for cancellation shall have been the reason that the Closing shall not have been consummated on or before said date; (c) By the Seller, on the date that is seventy-five (75) days after the date hereof, if any condition contained in Section 11 has not been satisfied or waived; PROVIDED, HOWEVER, that the right to terminate this Agreement under this paragraph (c) shall not be available to the Seller if its failure to fulfill any of its obligations under this Agreement.Agreement shall have been the reason that the Closing shall not have been consummated on or before said date; f. This Agreement may be cancelled at (d) By the Buyer or the Seller, if any time Government has issued an order, decree, injunction, stay or ruling or taken any other action restraining, enjoining or otherwise prohibiting the material transactions contemplated by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise and such order, decree, injunction, stay, ruling or other action has become final and non-appealable; (e) Subject to the alleged breachBuyer's obligation to keep its Bid open through the earlier of the Closing Date of an Alternative Transaction under SCHEDULE 1.3(A) hereto and October 15, 2001, by either the Buyer or the Seller, upon approval by the Bankruptcy Court of any Alternative Transaction under SCHEDULE 1.3(A) hereto based upon a Superior Bid; (f) By the Buyer, on the date that is thirty (30) days after the date hereof, if the Bidding Procedures Order shall not have been entered by the Bankruptcy Court on or prior to such date; (g) By the Buyer, on any date after September 28, 2001, if the Auction (if any is held) shall not have concluded on or prior to such date with the Buyer's bid being selected by the Seller as the highest or otherwise best bid; or (h) By the Buyer, on any date after October 15, 2001, if the Sale Order shall not have been entered by the Bankruptcy Court on or prior to such date. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate Buyer or the Vehicle under this Agreement for a period of 30 days, COMPANY may Seller terminate this Agreement without pursuant to the provisions hereof, such termination will be effected by written notice to LESSEEthe other party specifying the provision hereof pursuant to which such termination is made.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will notBuyer, or by Buyer, by written notice to Seller, on or after January 28, 2010 if the Closing has not been performing pursuant occurred by that date (the date of such written notice, the “Termination Date”), subject, however, to extension by the mutual written consent of Seller, Seller’s lenders, the official unsecured creditors’ committee in the Bankruptcy Case and Buyer, if the Closing shall not have occurred on or prior to the terms of this AgreementTermination Date; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for however that a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s party shall not waive COMPANY’s have the right to terminate this Agreement as herein provided.under this Section 8.1(b) if Seller (in case of termination by Seller) or Buyer (in case of termination by Buyer) is then in material breach of this Agreement; e. LESSEE agrees (c) By Seller, by written notice to be tested for the illegal use of controlled substancesBuyer, or for blood alcohol level. LESSEE may be tested on a randomby Buyer, volunteerby written notice to Seller, “reason to believe”if any injunction, other order, or post-accident basis. Refusal proceedings/investigations instituted by any governmental agencies or departments that would delay, impair or otherwise hinder the Closing of the transactions contemplated by this Agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to test terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By Seller, by written notice to Buyer, if Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any covenant of Buyer contained in this Agreement, and Buyer has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Seller of Buyer’s ability to remedy such inaccuracy or perform such covenant; provided, that Seller shall not have the right to terminate this Agreement under this Section 8.1(d) if Seller is in material breach of this Agreement and grounds for cancellation at the ▇▇▇▇ ▇▇▇▇▇▇ gives such notice; (e) By Buyer, by written notice to Seller, if Buyer has previously provided Seller with written notice of this Agreement. f. This Agreement may any inaccuracy of any representation or warranty of Seller contained in Section 4.1 which inaccuracy could reasonably be cancelled at expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk covenant of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is Seller contained in any way breaching this Agreement, LESSEE and Seller has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Seller’s ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without under this Section 8.1(e) if Buyer is in material breach of this Agreement at the time it gives such notice; (f) By Buyer, by written notice to LESSEESeller, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court within one (1) Business Day after the Execution Date, (ii) the Bidding Procedures Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court by January 11, 2010 or (iii) the Bankruptcy Sale Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court by January 26, 2010; or (g) By Buyer, if Seller enters into a definitive written agreement providing for an Alternative Transaction (including an Alternative Transaction that is for less than all of the Supermarkets) pursuant to the Bidding Procedures Order subject, however, to Buyer’s rights to the Break-Up Fee as provided for hereunder and in the Bidding Procedures Order.