Common use of Events of Termination Clause in Contracts

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesEESLP and MLP; (b) by either the Partnership Parties, on the one hand, EESLP or Contributing Parties, on the other hand, MLP in writing after the sixtieth (60th) day following date that is six months after the date hereof, of this Agreement if the Closing has not occurred by such that date, provided that as of such that date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, EESLP or the Contributing Parties, on the other hand, MLP in writing without prejudice to other rights and remedies which the terminating Party party or its Affiliates affiliates may have (provided the terminating Party or party and its Affiliates affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other party or its affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause (i) or (ii), the defaulting Party party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party party to cure any breach of this Agreement, if such the breach is curable; provided further, that for purposes of this Section 8.1(c), the term “affiliates,” when used with respect to EESLP, shall not include GP LLC, GP or the Recipients and their respective subsidiaries, and, when used with respect to MLP, shall not include LP LLC, MLP LP LLC or the Contributor Parties; (d) by either the Partnership Parties, on the one hand, EESLP or the Contributing Parties, on the other hand, MLP in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which parties that prohibits or restrains them any party from consummating the transactions contemplated hereby (provided Transactions; provided, that the Parties applicable party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority;; or (e) by the Contributing Parties EESLP, if any Governmental Authority shall have indicated that any Contributor may be required to accept any condition or requirement of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesregulatory approval that is or could reasonably be determined to be adverse to that Contributor or EXH.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written consent of Rice and the PartiesPartnership; (b) by either Rice or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofDecember 31, 2016 if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are (and, in the case of the Partnership, the General Partner) is not otherwise in material default breach, violation or breach inaccuracy of its representations, warranties or covenants under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either Rice or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one materially breached or more violated (including inaccuracies, violations or breaches ) any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting breaching Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either Rice or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their its commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesEESLP and EXLP; (b) by either the Partnership Parties, on the one hand, EESLP or Contributing Parties, on the other hand, EXLP in writing after the sixtieth (60th) day following date that is six months after the date hereof, of this Agreement if the Closing has not occurred by such that date, provided that as of such that date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, EESLP or the Contributing Parties, on the other hand, EXLP in writing without prejudice to other rights and remedies which the terminating Party party or its Affiliates affiliates may have (provided the terminating Party or party and its Affiliates affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other party or its affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause (i) or (ii), the defaulting Party party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party party to cure any breach of this Agreement, if such the breach is curable; provided further, that for purposes of this Section 8.1(c), the term “affiliates,” when used with respect to EESLP, shall not include GP LLC, GP or the Recipients and their respective subsidiaries, and, when used with respect to EXLP, shall not include LP LLC, MLP LP LLC or the Contributor Parties; (d) by either the Partnership Parties, on the one hand, EESLP or the Contributing Parties, on the other hand, EXLP in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which parties that prohibits or restrains them any party from consummating the transactions contemplated hereby (provided Transactions; provided, that the Parties applicable party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority;; or (e) by the Contributing Parties EESLP, if any Governmental Authority shall have indicated that any Contributor may be required to accept any condition or requirement of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesregulatory approval that is or could reasonably be determined to be adverse to that Contributor or EXH.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of both CONE Gathering and the PartiesPartnership; (b) by either CONE Gathering or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofDecember 31, 2016, if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either CONE Gathering or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten thirty (1030) days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either CONE Gathering or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written consent of Rice and the PartiesPartnership; (b) by either Rice or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofJanuary 4, 2016 if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are (and, in the case of the Partnership, the General Partner) is not otherwise in material default breach, violation or breach inaccuracy of its representations, warranties or covenants under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either Rice or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one materially breached or more violated (including inaccuracies, violations or breaches ) any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting breaching Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either Rice or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their its commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This (a) Notwithstanding anything to the contrary contained herein, this Agreement shall terminate immediately and, except for the obligations of Executive set forth in Sections 7, 8, 9, 10 and 11.2 hereof and the payment by the Company of all salary, expenses or benefits which may be terminated at any time prior earned but unpaid or unreimbursed (as the case may be) as of the date of termination which obligations shall survive such termination, all rights and obligations of the Company and Executive hereunder shall be completely null and void upon the earliest to occur of the Closing Datefollowing: (ai) the death of Executive; (ii) the termination of Executive's employment by mutual written consent the Company "for cause" during the term of this Agreement; or (iii) the voluntary termination by Executive of his employment with the Company during the term of this Agreement pursuant to Section 11.1(b) hereof. As used in subsection (ii) above, a termination "for cause" may include, but shall not be limited to, the occurrence of any of the Partiesfollowing events during the Employment Period: (A) Executive's conviction of any felony, or conviction of embezzlement, destruction or misappropriation of money or other property of the Company; (B) Executive's failure, refusal or inability to perform his duties on behalf of the Company, which duties are consistent with the scope and nature of Executive's responsibilities as an officer of the Company and which are not remedied by Executive within a reasonable time period after receipt of written notice of such alleged violative activities; (C) any act of gross negligence, intentional waste, disloyalty or unfaithfulness by Executive to the Company; or (D) a breach of any of the terms and provisions of Sections 7, 8, 9, or 10 of this Agreement or any breach of the fiduciary duties owed to the Company by Executive. (b) by either Executive may terminate this Agreement in the Partnership Parties, on event the one handCompany fails or refuses to perform, or Contributing Partiesotherwise breaches, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach provisions of this Agreement, or have not failed or refused to close without justification hereunder), if (i) Agreement and the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party Company fails to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any receiving written notice from Executive describing such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in breach and specifically referring to this Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties11.1(b).

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateEffective Time: (a) by mutual written consent of the PartiesContributor and the Acquirer; (b) by either the Partnership Parties, on Contributor or the one hand, or Contributing Parties, on the other hand, Acquirer in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default breach of its representations, warranties or breach covenants under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, Contributor or the Contributing Parties, on the other hand, Acquirer in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates, as applicable, shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on by such Party or its Affiliates at or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties contained herein that has prevented the satisfaction, or would give rise to the failure, of any condition to the obligations of the other terminating Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableat the Closing; provided, however, that in the case of clause clauses (i) or (ii), the defaulting breaching Party shall have a period of ten thirty (1030) days following written notice from the non-defaulting Party during which to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either the Partnership Parties, on the one hand, Contributor or the Contributing Parties, on the other hand, Acquirer in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority Order binding on any of the Parties, which Party that prohibits or restrains them such Party from consummating the transactions contemplated hereby (provided Transactions; provided, however, that the Parties applicable Party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same Order removed but it shall not have been lifted removed within thirty (30) days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesEESLP and MLP; (b) by either the Partnership Parties, on the one hand, EESLP or Contributing Parties, on the other hand, MLP in writing after the sixtieth (60th) day following date that is six months after the date hereof, of this Agreement if the Closing has not occurred by such that date, provided that as of such that date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, EESLP or the Contributing Parties, on the other hand, MLP in writing without prejudice to other rights and remedies which the terminating Party party or its Affiliates affiliates may have (provided the terminating Party or party and its Affiliates affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other party or its affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause (i) or (ii), the defaulting Party party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party party to cure any breach of this Agreement, if such the breach is curable; (d) by either the Partnership Parties, on the one hand, EESLP or the Contributing Parties, on the other hand, MLP in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which parties that prohibits or restrains them any party from consummating the transactions contemplated hereby (provided Transactions; provided, that the Parties applicable party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority;; or (e) by the Contributing Parties EESLP, if any Governmental Authority shall have indicated that any Contributor, ABS 2007 or ABS Leasing may be required to accept any condition or requirement of the conditions set forth in Section 6.2 have become incapable of fulfillmentany regulatory approval that is or could reasonably be determined to be adverse to that Contributor, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership PartiesABS 2007 or ABS Leasing.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Dateas follows: (a) by mutual written consent of the PartiesCompany and the Purchaser (notwithstanding any approval of this Agreement by the shareholders of the Company); (b) by either the Partnership PartiesCompany or the Purchaser (notwithstanding any approval of this Agreement by the shareholders of the Company), on upon notice to the one handother party, if: (i) there shall be in effect a final nonappealable Order of a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or Contributing Partiesresulted in, the issuance, promulgation, enforcement or entry of any such Order; (ii) the transactions contemplated by this Agreement have not been consummated on or prior to the other hand, in writing later of (A) the 35th day after the sixtieth date on which the definitive Company Proxy Statement is first mailed to the Company’s shareholders and (60thB) day following seven (7) days after (x) the Company’s receipt of a notice under Section 8.1(c)(ii) or (iii) for a breach that is capable of being cured or (y) the Purchaser’s receipt of a notice under Section 8.1(d)(i) or (ii) for a breach that is capable of being cured; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall not be available to any party (x) whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the transactions contemplated by this Agreement to be consummated on or before such date hereof, if the Closing or (y) who has received a notice referred to in clause (B) of this Section 8.1(b)(ii) and who has not occurred by cured such date, breach to the reasonable satisfaction of the party who provided that as such notice; or (iii) this Agreement has been submitted to the shareholders of the Company for adoption at a duly convened Shareholders Meeting and the Requisite Company Vote shall not have been obtained at such date the terminating Party meeting (including any adjournment or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunderpostponement thereof); (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if Purchaser if: (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date(A) a Company Adverse Recommendation Change shall have occurred, or (B) the Company shall have authorized, entered into, or announced its intention to enter into, an Acquisition Agreement; (ii) there is one shall have been a breach of any representation or more inaccuracies, violations or breaches warranty on the part of the representations or warranties Company set forth in this Agreement such that the condition to the Closing of the other Party contained herein transactions contemplated by this Agreement set forth in Section 4.1 would not be satisfied; provided that, if capable of being cured, such failure to be complete and accurate is not cured to the reasonable satisfaction of the Purchaser within seven (7) days after the receipt by the Company of written notice of such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause failure; (iiii) or (ii), the defaulting Party there shall have been a period breach of ten any covenant or agreement on the part of the Company or the Operating Partnership set forth in this Agreement such that the condition to the Closing of the transactions contemplated by this Agreement set forth in Section 4.2 would not be satisfied, which failure to perform, if capable of being cured, has not been cured to the reasonable satisfaction of the Purchaser within seven (107) days following receipt by the Company of written notice from of such failure to perform; or (iv) the non-defaulting Party Company incurred any indebtedness constituting a Preapproved Loan pursuant to cure any breach clause (b) under the definition of this Agreement, if such breach is curablePreapproved Loan without obtaining the prior written consent of the Purchaser; (d) by either the Partnership Parties, Company if: (i) there shall have been a breach of any representation or warranty on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any part of the Parties, which prohibits or restrains them from consummating Purchaser set forth in this Agreement such that the condition to the Closing of the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions this Agreement set forth in Section 6.2 have become incapable 5.1 would not be satisfied; provided that, if capable of fulfillmentbeing cured, such failure to be complete and have accurate is not been waived in writing cured to the reasonable satisfaction of the Company within seven (7) days after the receipt by the Contributing Parties; orPurchaser of written notice of such failure; (fii) by there shall have been a breach of any covenant or agreement on the Partnership Parties if any part of the conditions Purchaser set forth in this Agreement such that the condition to the Closing of the transactions contemplated by this Agreement set forth in Section 6.1 5.2 would not be satisfied, which, if capable of being cured, failure to perform has not been cured to the reasonable satisfaction of the Company within seven (7) days following receipt by the Purchaser of written notice of such failure to perform; (iii) prior to the receipt of the Requisite Company Vote, the Board of Directors authorizes the Company to enter into an Acquisition Agreement in respect of a Superior Proposal in accordance with Section 6.10(d); provided that the Company shall have become incapable of fulfillmentpaid any amounts due to the Purchaser pursuant to Section 8.2, in accordance with the terms, and have not been waived in writing by at the Partnership Partiestimes, specified therein.

Events of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofany Party, if the Closing has Date shall not have occurred by such date, provided that as of such date on or before the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused Business Day immediately prior to close without justification hereunderthe Effective Date; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in Seller if there has been a material default or breach of this Agreement, any covenant or have not failed a material breach of any representation or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches warranty of the representations Purchaser; provided that any such breach of a covenant or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect representation or a Partnership Material Adverse Effectwarranty, as applicable; provided, however, that in the case of clause (i) or (ii)may be, the defaulting Party shall have a period of has not been cured within ten (10) days Business Days following receipt by the Purchaser of written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curablebreach; (d) by either the Partnership PartiesPurchaser, on if there has been a material breach of any covenant or a material breach of any representation or warranty of the one handSeller; provided that any such breach of a covenant or representation or warranty, or as the Contributing Partiescase may be, on has not been cured within ten (10) Business Days following receipt by the other hand, in writing, without liabilitySeller of written notice of such breach; (e) by any Party, if there shall be any non-appealable orderLaw of any Governmental Authority that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if any judgment, writinjunction, injunction order or decree of any Governmental Authority binding on any of the Partiescompetent authority prohibiting such transactions is entered and such judgment, which prohibits injunction, order or restrains them from consummating the transactions contemplated hereby (provided that the Parties decree shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) become final and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authoritynon-appealable; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if Seller at any time after the date hereof if, for any consecutive five trading day period, the closing sales price per share of the conditions set forth in Section 6.1 have become incapable common shares of fulfillmentSBS as reported on Euronext Amsterdam N.V. exceeds (euro)19.17 (as adjusted to reflect any reclassification, and have not been waived in writing stock split, reverse stock split, stock dividend or distribution, subdivision, recapitalization or other similar transaction); or (g) by any Party, if a Competing Transaction is approved by the Partnership PartiesBankruptcy Court, unless the Purchaser has been selected as the Back-up Bidder; or (h) by the Seller if the Purchaser fails to comply with its obligations under Section 3.2 within five (5) Business Days following receipt of the Section 363 Order.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of QEPFS and the PartiesPartnership; (b) by either QEPFS or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after August 31, 2014 (the sixtieth (60th) day following the date hereof“Outside Termination Date”), if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either QEPFS or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which that the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten the earlier of (10i) thirty (30) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable;, or (ii) the Outside Termination Date; or (d) by either QEPFS or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided provided, however, that the Parties applicable Party shall have used their its commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Partnership and the Contributing Parties; (b) by either the Partnership Parties, on or the one hand, or Contributing Parties, on the other hand, Parties in writing after the sixtieth (60th) day following the date hereofMay 1, 2015, if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, Parties in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, Parties in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesRegency and HEP; (b) by either the Partnership Parties, on the one hand, Regency or Contributing Parties, on the other hand, HEP in writing after the sixtieth (60th) day following the date hereofApril 1, 2014, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder;; or (c) by either the Partnership Parties, on the one hand, Regency or the Contributing Parties, on the other hand, HEP in writing without prejudice to other rights and remedies which the terminating Party party or its Affiliates affiliates may have (provided the terminating Party or party and its Affiliates affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other party or its affiliates has (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause (i) or (ii), the defaulting Party party shall have a period of ten (10) days following written notice from the non-defaulting Party nondefaulting party to cure any breach of this Agreement, if such breach is curable;; or (d) by either the Partnership Parties, on the one hand, Regency or the Contributing Parties, on the other hand, HEP in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority court or governmental or regulatory agency binding on any of the PartiesRegency or HEP, which prohibits or restrains them Regency or HEP from consummating the transactions contemplated hereby (hereby, provided that the Parties terminating party shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiescourt or governmental or regulatory agency.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of Western and the PartiesPartnership; (b) by either Western or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofOctober 6, 2016, if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default breach of its representations, warranties or breach covenants under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either Western or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting breaching Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either Western or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority Order binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same Order removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateCompletion as follows: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is any one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable 3.1 to the obligation of fulfillment, and have the Investor to complete has not been waived in writing by fulfilled on or prior to the Contributing Parties; orFounder Closing Date, the Investor shall have the right to terminate this Agreement with respect to its purchase of the Bond; (fb) by the Partnership Parties if any one or more of the conditions set forth in Section 6.1 have become incapable 3.2 to the obligation of fulfillment, and have the Issuer to complete has not been waived fulfilled on or prior to the Founder Closing Date, the Issuer shall have the right to terminate this Agreement with respect to its issuance of the Bond; (c) if any Issuer Group Member has breached any of the Issuer Group Warranties or any covenant or agreement contained in writing by this Agreement, which breach cannot be cured or, if it is capable of being cured, is not cured within ten (10) days after the Partnership Partiesbreach, any Investor Member shall have the right to terminate this Agreement; (d) if the Investor has breached any of the Investor Warranties, or any Investor Group Member has breached any covenant or agreement contained in this Agreement, which breach cannot be cured or, if capable of being cured, is not cured within ten (10) days after the breach, any Issuer Group Member shall have the right to terminate this Agreement; or (e) if Completion does not occur within ninety (90) Business Days after the date of this Agreement, any Party may, at its sole discretion, give written notice to the other Parties to terminate this Agreement; provided, that any right to terminate this Agreement pursuant to this Section 10.2 shall not be available to (x) any Issuer Group Member if any Obligor is in breach of any of its obligations under any Transaction Document or (y) any Investor Group Member if any Investor Group member is in breach of any of its obligations under any Transaction Document.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written consent of the PartiesGeneral Partner and the Contributors; (b) by either the Partnership Parties, on General Partner or the one hand, or Contributing Parties, on the other hand, Contributors in writing on or after the sixtieth (60th) day following the date hereofMay 15, 2002, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this AgreementAgreement and provided, further, that if (x) the Bank Financing cannot be consummated by May 15, 2002 and (y) the Proxy Statement has already been mailed at such time to the unitholders of the MLP, either the General Partner or have not failed or refused the Contributors may, by written notice to close without justification hereunderthe other party, extend the date of termination pursuant to this subsection until June 30, 2002; (c) by either the Partnership Parties, on the one hand, General Partner or the Contributing Parties, on the other hand, Contributors in writing (without prejudice to other rights and remedies which that the terminating Party party or its Affiliates affiliates may have (have, and provided the terminating Party party or its Affiliates affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other party or its affiliates (i) the other Party has materially failed fail to perform its their covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one breach or more inaccuracies, violations or breaches have breached any of the their representations or warranties of contained herein, which breach has had a Triton Material Adverse Effect (with respect to the other Party contained herein and such inaccuraciesContributors) or an Atlas Material Adverse Effect (with respect to Atlas), violations and breaches would constitute a as the case may be, in each case, giving no effect to Material Adverse Effect or a Partnership Material Adverse Effect, as applicableother materiality qualifiers contained in such representations and warranties; provided, however, that in the case of clause (i) or (ii), the defaulting Party party shall have a period of ten (10) days following written notice from the non-defaulting Party nondefaulting party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, General Partner or the Contributing Parties, on the other hand, Contributors in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree Order of any Governmental Authority binding on any of the PartiesAtlas Entities, Resource America, the Resource America Entities, Triton or the Contributors, which prohibits or restrains them any of those parties from consummating the transactions contemplated hereby (by this Agreement or the Constituent Documents, provided that the Parties those parties shall have used their commercially reasonable business efforts to have any such order, writ, injunction or decree lifted) Order lifted and the same shall not have been lifted within thirty (30) 30 days after entry by any such Governmental Authority; (e) by either the Contributing Parties General Partner or the Contributors, in writing, if the Financial Advisor to the Conflicts Committee shall have amended, modified, withdrawn or rescinded in any of materially adverse manner the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; orMLP Fairness Opinion. (f) by the Partnership Parties Contributors, in writing, if, the Board of Managers of the General Partner or the Conflicts Committee (x) shall withdraw or modify in any manner adverse to the Contributors their respective approval or recommendation of this Agreement and the transactions contemplated hereby, (y) shall approve or recommend any Atlas Alternative Transaction or (z) shall resolve to take any such action, whether or not, such action is permitted pursuant to the terms of this Agreement; (g) by the General Partner, in writing, if the Contributors shall approve or recommend any Triton Alternative Transaction or resolve to take any such action, whether or not such action is permitted pursuant to the terms of this Agreement; (h) by either the General Partner or the Contributors, in writing, if the required approval and adoption of this Agreement or any of the conditions other matters set forth in the Proxy Statement to be voted upon at the MLP Unit Holders' Meeting shall not have been obtained at a duly called and held meeting of the unit holders of the MLP for the purpose of obtaining such approval, including any adjournments or postponements thereof; (i) by the Contributors, in writing, in accordance with Section 6.1 6.13(a), if they determine that a Triton Alternative Transaction would constitute a Triton Superior Transaction; provided that, in order for the termination of this Agreement pursuant to this Section 9.1(i) to be deemed effective, the Contributors shall have become incapable of fulfillmentcomplied with all provisions contained in Sections 6.12 and 6.13, and have not been waived in writing with the applicable requirements of Section 9.2, including the payment of the Triton Termination Fee; or (j) by the Partnership PartiesGeneral Partner, in writing, in accordance with Section 6.13(b), if the Conflicts Committee determines that an Atlas Alternative Transaction would constitute an Atlas Superior Transaction; provided that, in order for the termination of this Agreement pursuant to this Section 9.1(j) to be deemed effective, the General Partner and the Conflicts Committee, and their respective affiliates (including the Atlas Entities, Resource America and the Resource America Entities) shall have complied with all provisions contained in Sections 6.12 and 6.13, and with the applicable requirements of Section 9.2, including the payment of the Atlas Termination Fee.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Datein whole, but not in part, as follows: (a) at any time by mutual written consent agreement of the Parties; (b) by either FADV, by written notice to First American if the Partnership Parties, conditions set forth in Sections 6.1 and 6.2 hereof shall not have been complied with or performed on or prior to the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth hundred twentieth (60th120th) calendar day following from the date hereofhereof (or such later date as the Parties may have agreed to in writing) in any material respect and FADV shall not have materially breached any of its representations, if the Closing has not occurred by such datewarranties, provided that as of such date the terminating Party covenants or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunderagreements contained herein; (c) by either First American, by written notice to FADV if the Partnership Parties, on the one hand, conditions set forth in Sections 6.1 and 6.3 hereof shall not have been complied with or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, one hundred twentieth (120th) calendar day from the date hereof (or (iisuch later date as the Parties may have agreed to in writing) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein in any material respect and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party no Contributor shall have a period materially breached any of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreementits representations, if such breach is curablewarranties, covenants or agreements contained herein; (d) by either First American or FADV, by written notice to the Partnership Partiesother, on if the one hand, Board of Directors of FADV or the Contributing Parties, on the other hand, in writing, without liability, if there Independent Committee shall be any non-appealable order, writ, injunction have withdrawn or decree of any Governmental Authority binding on any adversely modified its approval or recommendation of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental AuthorityTransaction; (e) by FADV or First American, by written notice to the Contributing Parties other Parties, if a court of competent jurisdiction or other Governmental Entity shall have issued a final, non-appealable order, decree or ruling, or taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; orTransaction; (f) by either First American or FADV, by written notice to the Partnership Parties other, if at the Stockholders Meeting (including any adjournment or postponement thereof), the requisite vote of the conditions stockholders of FADV in favor of this Agreement, the Related Agreements and the Transaction, including approval of the Certificate of Amendment, shall not have been obtained as required by Section 6.1(d); (g) by either First American or FADV, by written notice to the other, if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., FADV’s financial advisor, withdraws its opinion referred to in Section 6.2(k) or otherwise notifies the Board of Directors of FADV that it may no longer rely on such opinion; (h) by either First American or FADV, by written notice to the other, if ▇▇▇▇▇▇ Brothers, First American’s financial advisor, withdraws its opinion referred to in Section 6.3(j) or otherwise notifies the Board of Directors of First American that it may no longer rely on such opinion; (i) by FADV by written notice to First American delivered prior to the Closing, if FADV reasonably determines that the developments set forth in any notice delivered by Contributors under Section 6.1 have become incapable 5.7, together with any developments set forth in any other notice or notices delivered by Contributors under Section 5.7, will result in a material breach of fulfillmentany representation or warranty of First American or FAREISI contained in the First American Contribution Agreement; (j) by FADV by written notice to First American delivered prior to the Closing, if FADV reasonably determines that the developments set forth in any notice delivered by Contributors under Section 5.7, together with any developments set forth in any other notice or notices delivered by Contributors under Section 5.7, will result in a material breach of any representation or warranty of FARES contained in the FARES Contribution Agreement; (k) by First American by written notice to FADV delivered prior to the Closing, if First American reasonably determines that the developments set forth in any notice delivered by FADV under Section 5.7, together with any developments set forth in any other notice or notices delivered by FADV under Section 5.7, will result in a material breach of any representation or warranty of FADV contained in the First American Contribution Agreement; (l) by First American by written notice to FADV delivered prior to the Closing, if First American reasonably determines that the developments set forth in any notice delivered by FADV under Section 5.7, together with any developments set forth in any other notice or notices delivered by FADV under Section 5.7, will result in a material breach of any representation or warranty of FADV contained in the FARES Contribution Agreement; or (m) in whole and have not been waived in writing part by FADV, by written notice to First American, if, as a condition to receiving the Partnership Partiesapproval of the Transaction by any Governmental Entity, FADV or any of its Subsidiaries or Affiliates shall be required to, or required to agree to, (i) divest, sell or hold separate or agree to license to its competitors, before or after the Closing Date, any of FADV’s, its Subsidiaries’ or Affiliates’, the Business’ or Bar None’s businesses, product lines, properties or assets, (ii) make any material changes or accept material restrictions in the operation of such businesses, product lines, properties or assets or (iii) make any changes or accept any restrictions in any of FADV’s, its Subsidiaries’ or Affiliates’, the Business’ or Bar None’s businesses, product lines, properties, assets, or to this Agreement, the Related Agreements or the Transaction.

Events of Termination. This Agreement may Agreement, the licenses granted --------------------- hereunder, and/or the Trading Model Cooperative Project Plan and all Cooperative Application Project Plans shall be terminated at subject to termination upon the occurrence of any time prior to of the Closing Date:following events and such other provisions hereof expressly so stating (each, an "Event of Termination"): -------------------- (a) by mutual written consent Expiration of the Parties; this Agreement; (b) by If either the Partnership PartiesParty, or, as relevant, any of its permitted sublicensees, materially defaults on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as any of such date the terminating Party or its Affiliates are not otherwise in material default or breach obligations under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party shall have the right, exercisable in its sole discretion, to cure any initiate a termination procedure under this Agreement by written notice (sent in accordance with the provisions of Section 14.5 hereof) describing with reasonable specificity the nature of the default and requesting that such default be cured, wherein such termination notice shall automatically result in termination unless: (i) within sixty (60) calendar days of receiving such written notice of such default (the "Cure Period"), the ----------- defaulting Party (or such sublicensee) remedies the default; or (ii) in the case of a default that cannot with due diligence be cured within the Cure Period, the defaulting Party or such sublicensee institutes, by the date upon which one half of the Cure Period shall have expired, steps necessary to remedy the default and thereafter employs best efforts to diligently prosecute the same to completion. Notwithstanding the foregoing, the Cure Period associated with MBC's breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, its payment obligations in writing, without liability, if there accordance with Sections 7.1 and 7.2 shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on five (5) business days. Notwithstanding any of the Partiesforegoing, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties InterTrust shall have used their commercially reasonable efforts the right both to have any such orderimmediately terminate this Agreement and to obtain injunctive relief in the event of any: (a) unauthorized disclosure of Top Secret Information or intentional, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any material unauthorized use of the conditions set forth in Section 6.2 have become incapable InterTrust Technology or the Licensed Rights; and/or (b) willful, material unauthorized disclosure of fulfillmentConfidential Information, and have not been waived in writing except as expressly provided for by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesthis Agreement.

Events of Termination. This Agreement or a Party’s rights and obligations under this Agreement may be terminated at any time prior to the Closing DateCompletion as follows: (a) by mutual written consent if any one or more of the Parties;conditions to the obligation of an Investor set forth in Section 3.1 to complete has not been fulfilled to the satisfaction of such Investor or waived by such Investor on or prior to the Longstop Date, such Investor shall have the right to terminate all of its rights and obligations relating to its subscription of the Notes under this Agreement (for the avoidance of doubt, no other Investor’s right to subscribe for the relevant Notes of the Company under this Agreement shall be affected by such termination by such Investor); or (b) by either if any one or more of the Partnership Parties, on conditions to the one hand, or Contributing Parties, on obligation of the other hand, Company set forth in writing after Section 3.2 to complete the sixtieth (60th) day following the date hereof, if the Closing issue of Notes to an Investor has not occurred been fulfilled to the satisfaction of the Company or waived by the Company on or prior to the Longstop Date, the Company shall have the right to terminate all of such Investor’s rights and obligations relating to its subscription of the Notes under this Agreement (for the avoidance of doubt, no other Investor’s right to subscribe for the relevant Notes of the Company under this Agreement shall be affected by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereundertermination); (c) by either the Partnership Parties, on the one handif any Covenantor has breached any Covenantor Warranty, or the Contributing Parties, on the any other hand, material covenant or agreement of any Covenantor contained in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have which breach cannot failed or refused to close without justification hereunder)be cured or, if it is capable of being cured, is not cured within 30 days after being notified in writing of the same, each Investor shall have the right to terminate all of its rights and obligations relating to its subscription of the Notes under this Agreement (ifor the avoidance of doubt, no other Investor’s right to subscribe for the relevant Notes of the Company under this Agreement shall be affected by such termination by such Investor); (d) if any Investor has breached any Investor Warranty, or any other material covenant or agreement of such Investor contained in this Agreement, which breach cannot be cured or, if it is capable of being cured, is not cured within 30 days after such Investor being notified in writing of the same, the Company shall have the right to terminate all of such Investor’s rights and obligations relating to its subscription of the relevant Notes under this Agreement (for the avoidance of doubt, no other Party has materially failed Investor’s right to perform its covenants or agreements contained herein required to subscribe for the relevant Notes of the Company under this Agreement shall be performed affected by such termination); or (e) at any time on or prior to the Closing Completion Date, or (ii) there is one or more inaccuracies, violations or breaches by written consent of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership all Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: Effective Time (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any agreement of the Parties, which prohibits (b) on or restrains them after the 180th day from consummating the transactions contemplated hereby date hereof (provided that or such later date as the Parties shall may have used their commercially reasonable efforts agreed to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (ein writing) by FAFCO, by written notice to the Contributing Parties Company, if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 and Section 6.2 (with the exception of Section 6.2(h) which is provided for in subsection (k) below) hereof shall not have become incapable been complied with or performed in any material respect and neither FAFCO nor FAFCOSUB shall have materially breached any of fulfillmenttheir representations, and warranties, covenants or agreements contained herein, (c) by FAFCO, by written notice to the Company, if the Board of Directors of the Company shall have not been waived withdrawn or modified in writing any manner adverse to FAFCO or FAFCOSUB its approval or recommendation of the Merger, (d) on or after the 180th day from the date hereof (or such later date as the Parties may have agreed to in writing) by the Partnership PartiesCompany, by written notice to FAFCO, if the conditions set forth in Section 6.1 and Section 6.3 hereof shall not have been complied with or performed in any material respect and the Company shall not have materially breached any of its representations, warranties, covenants or agreements contained herein, (e) by any of the Parties by written notice to the other Parties if the Effective Time shall not have occurred within one month after the Closing Date, (f) by FAFCO by written notice to the Company, to be received no later than the date that is ten days (provided, however, that for purposes of this Section 5.1(f) November 25, 26, 27, 28 and 29, 1998, December 24, 25, 26, 27, 31, 1998 and January 1, 2 and 3, 1999 shall not constitute a "day") after the later of (i) the date the Chief Executive Officer of the Company shall have delivered to FAFCO the Schedule Certificate and (ii) the date the Access Agreement is executed and delivered by the Company in a form acceptable to FAFCO, if FAFCO is not satisfied with its due diligence review of the Company and its Subsidiaries, or if the Schedule Certificate is not delivered within 30 days of the date of this Agreement, (g) by FAFCO, by written notice to the Company, if the Company fails to call the Company Shareholder Meeting on or prior to the 35th day after the Registration Statement is declared effective by the SEC, (h) by the Company, by written notice to FAFCO, if a Takeover Proposal shall have occurred and the Board of Directors of the Company in connection therewith, after consultation with its legal counsel, withdraws or modifies its approval and recommendation of this Agreement and the transactions contemplated hereby after determining that to cause the Company to proceed with the transactions contemplated hereby would not be consistent with the Board of Directors' fiduciary duty to the shareholders of the Company, (i) by either FAFCO or the Company, by written notice to the other, if prior to the 180th day from the date hereof, a court of competent jurisdiction or other Governmental Entity shall have issued a final, non-appealable order, decree or ruling, or taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, (j) by either FAFCO or the Company, by written notice to the other, if at the Company Shareholder Meeting (including any adjournment or postponement thereof), the requisite vote of the shareholders of the Company in favor of this Agreement and the Merger shall not have been obtained, (k) by FAFCO, by written notice to the Company, if as of the date the Registration Statement is declared effective by the SEC and as of the Closing Date, PriceWaterhouseCoopers LLP, as independent auditors of FAFCO and the Company, shall not have delivered to FAFCO a letter or letters, in a form acceptable to FAFCO, to the effect that the Merger qualifies for pooling of interests accounting treatment if consummated in accordance with this Agreement, (l) by FAFCO, by written notice to the Company, if, as a condition to receiving the approval of the Merger by either the FTC or the Antitrust Division or as a condition to the expiration or termination of any waiting period under the HSR Act, either FAFCO or the Company shall be required to, or required to agree to, (i) divest, sell or hold separate or agree to license to such Party's competitors, before or after the Effective Time, any of FAFCO's, the Company's or their respective Subsidiaries' businesses, product lines, properties or assets, (ii) any material changes or material restrictions in the operation of such businesses, product lines, properties or assets or (iii) any changes or restrictions in their respective businesses, product lines, properties, assets or to this Agreement or the transactions contemplated hereby which would prevent FAFCO from accounting for the Merger as a pooling of interests under the Pooling Rules or (m) by the Company, by written notice to FAFCO, if A.G. ▇▇▇▇▇▇▇ & ▇ons, Inc., the Company's financial advisor, shall not have delivered to the Company an opinion, dated the date of mailing of the Proxy Statement/Prospectus, confirming the opinion referred to in Section 3.29.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesP66 Parties and the Partnership; (b) by either the P66 Parties or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofMay 1, 2016, if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, P66 Parties or the Contributing Parties, on the other hand, Partnership in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either the Partnership Parties, on the one hand, P66 Parties or the Contributing Parties, on the other hand, Partnership in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesBuyer and HFS; (b) by either the Partnership Parties, on the one hand, Buyer or Contributing Parties, on the other handHFS, in writing delivered to other Party after January 31, 2019 (the sixtieth (60th) day following the date hereof“Termination Date”), if the Closing has not occurred by such date, provided that as of such date the terminating Party or is not in default in any material respect of its Affiliates are not otherwise in material default or breach covenants and obligations under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, Buyer or the Contributing Parties, on the other handHFS, in writing delivered to the other Party, without prejudice to other rights and remedies which that the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or and have not failed or refused to close without justification hereunder), if with respect to the other Party (i) the there shall be a breach of any representation or warranty of such other Party has materially failed to perform its covenants that would cause a failure of the condition set forth in Section 7.1(a) or agreements contained herein required to be performed on or prior to the Closing Date7.2(a), as applicable, or (ii) there is one shall be a breach by such other Party of any of its covenants or more inaccuracies, violations or breaches agreements that would cause a failure of the representations condition set forth in Section 7.1(a) or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse EffectSection 7.2(a), as applicable; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership PartiesBuyer or HFS, on the one hand, or the Contributing Parties, on in writing delivered to the other hand, in writingParty, without liability, if there shall be any final and non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Partiesnon-terminating Party, which prohibits or restrains them such party from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority;hereby; or (e) by Buyer or HFS, in writing delivered to HFS (in the Contributing Parties case of a termination by Buyer) or in writing delivered to Buyer (in the case of a termination by HFS), without liability, if any of the conditions Aggregate Defect Threshold is exceeded as set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties6.13(f)(v)(B).

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual the written consent of the PartiesPurchaser and the Sellers' Representative; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofPurchaser, if there has been a material violation or breach by the Closing Company or any Seller of any covenant, representation or warranty contained in this Agreement which has prevented the satisfaction of any condition to the obligation of the Purchaser and Acquisition to close the transactions contemplated by this Agreement pursuant to Article VII and such violation or breach has not occurred been waived by such datethe Purchaser or, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreementwith respect to a covenant breach, or have not failed or refused cured within ten days after written notice thereof from Purchaser and prior to close without justification hereunderAugust 31, 2000; (c) by either the Partnership PartiesCompany, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in if there has been a material default violation or breach by the Purchaser or Acquisition of any covenant, representation or warranty contained in this Agreement, or have not failed or refused Agreement which has prevented the satisfaction of any condition to the obligation of the Company and the Sellers to close without justification hereunder)the transactions contemplated by this Agreement pursuant to Article VIII and such violation or breach has not been waived by the Sellers' Representative or, if (i) with respect to a covenant breach, cured within ten days after written notice thereof from the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or Sellers' Representative and prior to the Closing DateAugust 31, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable2000; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable;or (d) by either the Partnership Parties, on the one hand, Company or the Contributing Parties, on the other hand, in writing, without liability, Purchaser if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing consummated by August 31, 2000; provided, however, that neither the Contributing Parties; or Company nor the Purchaser shall be entitled to terminate this Agreement pursuant to this Section 10.1(d) if such party's breach of this Agreement (for Acquisition's breach, with respect to the Purchaser, or any Seller's breach, with respect to the Company) by has prevented the Partnership Parties if any consummation of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiestransactions contemplated hereby.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written consent of Antero and the PartiesPartnership; (b) by either Antero or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofOctober 30, 2015, if the Closing has not occurred by such that date, provided that as of such date neither the terminating Party or nor any of its Affiliates are not otherwise in material default breach of its representations, warranties or breach covenants under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either Antero or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting breaching Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either Antero or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may The Joint Venture shall be terminated at and its affairs wound up only upon the occurrence of any time prior to of the Closing Datefollowing events: (ai) by mutual written consent The determination of NY – SHI and Canbiola Sub to terminate the PartiesJoint Venture; (bii) by either NY – SHI or Canbiola Sub (A) becomes insolvent or admits its inability to pay its debts generally as they become due; (B) becomes subject, voluntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) becomes subject, involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law that is not dismissed within sixty (60) Business Days after filing; (D) is dissolved or liquidated or takes any corporate action for such purpose; (E) makes a general assignment for the Partnership Partiesbenefit of creditors; or (F) has a receiver, on the one handtrustee, custodian, or Contributing Partiessimilar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, on unless within ten (10) Business days after the occurrence of such event, the other handParty agrees in writing to continue the business of the Joint Venture; (iii) At the election of a non-defaulting Party, in writing after the sixtieth (60th) day following the date hereofits sole discretion, if the Closing has not occurred by such dateother Party breaches any material covenant, provided that as of such date the terminating Party duty, or its Affiliates are not otherwise in material default or breach obligation under this Agreement, or have not failed or refused to close without justification hereunder; which breach remains uncured for sixty (c60) days after written notice of such breach was received by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicabledefaulting Party; provided, however, that in such sixty (60)-day period shall be extended if the case of clause breaching Party has begun good faith efforts to remedy such breach within the initial sixty (i) or (ii), the defaulting Party shall have 60)-day period and provides a period of ten (10) days following written notice from explanation to the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any breaching Parties of the Partiesreasons for the breach, which prohibits or restrains them from consummating actions it is taking to remedy the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such orderbreach, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by anticipated time it will take to remedy the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Partiesbreach; or (fiv) by the Partnership Parties if any The sale, exchange, involuntary conversion, or other disposition of all or substantially all of the conditions set forth in Section 6.1 have become incapable assets of fulfillment, and have not been waived in writing by the Partnership PartiesJoint Venture.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (a) by mutual written consent By either party, to the extent permitted under applicable law, if the other ceases to function as a going concern becomes insolvent, makes an assignment for the benefit of the Partiescreditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it (which is not dismissed within sixty (60) days) or admits in writing its inability to pay its debts as they mature; or if a receiver is appointed over a substantial part of its assets (which is not dismissed within sixty (60) days); (b) by either By DAOU for the Partnership Parties, on the one hand, non-payment of any monthly fees or Contributing Parties, on the other hand, in writing after the sixtieth charges to Client and which nonpayment continues for a period of thirty (60th30) day following days from the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableinvoice; provided, however, that in the case of clause (i) or (ii)if Client has a bona fide dispute regarding a specific invoice, the defaulting Party shall have a period of ten (10) days following written notice from the then such non-defaulting Party payment shall not be grounds for a termination hereof if Client pays to cure DAOU the entire invoiced amount whether or not disputed and continues to pay fully in accordance with Paragraph 9.3 while submitting the dispute to the dispute resolution procedures as set forth in Paragraph 9.2; (c) By either party in event of a material breach or nonperformance by the other of any breach provision of this Agreement, if such breach is curable; (d) by either the Partnership Partiesprovided however, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any that written notice of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties alleged breach shall have used their commercially reasonable efforts been given to have any such order, writ, injunction or decree lifted) and the same allegedly breaching party who shall not have been lifted remedied or cured the alleged breach within thirty (30) days after entry delivery of such notice; or if remedy or cure requires more than thirty (30) days, who shall not have actively commenced and diligently continued efforts to remedy or cure the alleged breach, provided further, that this Agreement shall not be terminated by any such Governmental Authority; (e) by alleged breach if such alleged breach is submitted to the Contributing Parties if any of the conditions dispute resolution procedures set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Partiesherein; or (fd) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.[*]

Events of Termination. This Agreement may be terminated at any time prior to the Closing Dateas follows: (a) at the election of the First Closing Purchaser or the Company on or after sixty (60) days from the date hereof (the “First Long Stop Date”), if the First Closing shall not have occurred on or before such date unless such date is extended by the mutual written consent of the Parties;First Closing Purchaser and the Founders, provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any Party if the failure of the First Closing to be consummated by the First Long Stop Date results in breach of that Party; provided further that the termination of this Agreement pursuant to this Section 7.02(a) in connection with one certain First Closing Purchaser shall only be applicable to and binding upon such First Closing Purchaser and other applicable Parties to this Agreement in connection with its investment in the Company as contemplated hereunder and shall have no impact or effect on other Purchasers; or (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed at any time on or prior to the Closing DateFirst Closing, or (ii) there is one or more inaccuracies, violations or breaches by written consent of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party all Parties to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (fc) at the election of the Second Closing Purchaser or the Company on or after one hundred twenty (120) days from the date hereof (the “Second Long Stop Date”), if the Second Closing shall not have occurred on or before such date unless such date is extended by the Partnership Parties if any mutual written consent of the conditions set forth in Second Closing Purchaser and the Founders, provided that the right to terminate this Agreement pursuant to this Section 6.1 have become incapable 7.02(c) shall not be available to any Party if the failure of fulfillment, and have not been waived in writing the Second Closing to be consummated by the Partnership PartiesSecond Long Stop Date results in breach of that Party; provided further that the termination of this Agreement pursuant to this Section 7.02(c) shall only be applicable to and binding upon the Second Closing Purchaser and other applicable Parties to this Agreement in connection with its investment in the Company as contemplated hereunder and shall have no impact or effect on the First Closing Purchaser.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateCompletion as follows: (a) by mutual written consent if any one or more of the Partiesconditions set forth in Section 3.1 to the obligation of the Investor to complete has not been fulfilled on or prior to the Target Completion Date, the Investor shall have the right to terminate this Agreement with respect to its purchase of the Notes; (b) by either if any one or more of the Partnership Parties, on conditions set forth in Section 3.2 to the one hand, or Contributing Parties, on obligation of the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing Company to complete has not occurred been fulfilled on or prior to the Target Completion Date as a result of any failure by such datethe Investor, provided that as the Company shall have the right to terminate this Agreement with respect to the Investor’s purchase of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunderNotes; (c) by either if the Partnership Parties, on the one handCompany has breached any Company Warranty, or the Contributing Parties, on the any other hand, material covenant or agreement contained in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have which breach cannot failed or refused to close without justification hereunder)be cured or, if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Dateit is capable of being cured, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted cured within thirty (30) days after entry by the Company being notified in writing of the same, the Investor shall have the right to terminate this Agreement with respect to its purchase of the Notes; (d) if the Investor has breached any such Governmental Authorityof the Investor Warranties, or any other material covenant or agreement of the Investor contained in this Agreement, which breach cannot be cured or, if capable of being cured, is not cured within thirty (30) days after the Investor being notified in writing of the same, the Company shall have the right to terminate this Agreement with respect to the Investor’s purchase of the Notes; (e) by if Completion does not occur within ninety (90) Business Days after the Contributing date of this Agreement, any Party may, at its sole discretion, give written notice to the other Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Partiesto terminate this Agreement; or (f) at any time on or prior to the Completion Date, by written consent of the Partnership Parties if Parties; provided, that any right to terminate this Agreement pursuant to this Section 11.2 shall not be available to any Party in breach of any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesits obligations hereunder.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of CNX Gathering and the PartiesPartnership; (b) by either CNX Gathering or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofJune 1, 2018, if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either CNX Gathering or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either CNX Gathering or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesPartnership and KMI; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, KMI in writing after June 30, 2014 (the sixtieth (60th“Outside Date”) day following the date hereof, if the Closing has not occurred by such datedate and, provided that as of such date date, the terminating Party or and its Affiliates affiliates are not otherwise in material default or breach under of this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, KMI in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates affiliates may have (provided the terminating Party or and its Affiliates affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if such other Party or its affiliates shall (i) the other Party has materially failed fail to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one materially breached or more inaccuracies, violations or breaches have materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting nondefaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, KMI in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of Partnership Party or the PartiesContributors, which prohibits or restrains them the Partnership or the Contributors from consummating the transactions contemplated hereby (hereby, provided that the Parties Partnership and the Contributors shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) 30 days after entry by any such Governmental Authority; (e) by the Contributing Parties KMI if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have not been waived in writing by the Contributing PartiesKMI; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have not been waived in writing by the Partnership PartiesPartnership.

Events of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofany Party, if the Closing has Date shall not have occurred by June 30, 2005; provided, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement shall be the cause of the failure of the Closing Date to occur on or before such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), Transferor if (i) there shall have been a material breach on the other Party has materially failed to perform part of Acquirer of any of its representations, warranties or covenants or agreements contained herein required to such that the conditions set forth in Section 10.1 would not be performed on or prior to satisfied as of the Closing Datetime of such breach, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party Transferor shall have a period of ten (10) days following given written notice from of such breach to Acquirer, (iii) at least twenty days shall have elapsed since the non-defaulting Party delivery of such written notice to cure any Acquirer and (iv) such breach of shall not have been cured in all material respects; provided that Transferor may not terminate this Agreement pursuant to this Section 11.1(c) if it shall have willfully and materially breached this Agreement, if such breach is curable; (d) by either the Partnership Parties, Acquirer if (i) there shall have been a material breach on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree part of Transferor of any Governmental Authority binding on any of its representations, warranties or covenants such that the conditions set forth in Section 9.1 would not be satisfied as of the Partiestime of such breach, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties ii) Acquirer shall have used their commercially reasonable efforts given written notice of such breach to Transferor, (iii) at least twenty days shall have any elapsed since the delivery of such order, writ, injunction or decree liftedwritten notice to Transferor and (iv) and the same such breach shall not have been lifted within thirty (30cured in all material respects; provided that the Acquirer may not terminate this Agreement pursuant to this Section 11.1(d) days after entry by any such Governmental Authorityif it shall have willfully and materially breached this Agreement; (e) by the Contributing Parties Acquirer, if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, Acquirer makes a determination to withdraw the Registration Statement and have not been waived in writing by the Contributing Parties; orterminates its IPO; (f) by any Party, if there shall be any Law of any Governmental Authority that makes consummation of the Partnership Parties transactions contemplated hereby illegal or otherwise prohibited or if any judgment, injunction, order or decree of any competent authority prohibiting such transactions is entered and such judgment, injunction, order or decree shall have become final and non-appealable; If either Party wishes to terminate this Agreement pursuant to this Section 11.1, such Party will deliver to the other Party a written termination notification stating that such Party is terminating this Agreement and setting forth a brief statement of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesbasis on which such Party is terminating this Agreement.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesP66 Parties and the Partnership; (b) by either the P66 Parties or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofJuly 1, 2016, if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, P66 Parties or the Contributing Parties, on the other hand, Partnership in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either the Partnership Parties, on the one hand, P66 Parties or the Contributing Parties, on the other hand, Partnership in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing DatePrimary Closing: (a) by mutual written consent of the Parties; (b) by either the Partnership Partiesany Party, on the one hand, or Contributing Parties, on by notice to the other hand, in writing after the sixtieth (60th) day following the date hereofParties, if the actions to be taken by the Parties at the Primary Closing has not occurred under clauses (a), (b) and (h) through (m) only of Section 1.1 hereof shall be prohibited by such dateany final, provided that as nonappealable order, decree or injunction of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereundera Governmental Authority; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating any Party or its Affiliates may have (provided the terminating Party or its Affiliates are that is not otherwise in material default or breach of any material covenant contained in this Agreement, or have not failed or refused by notice to close without justification hereunder), if (i) the other Party Parties if the Primary Closing has materially failed to perform its covenants or agreements contained herein required to be performed not occurred on or prior to the Closing Datebefore December 31, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable1998; (d) by either the Partnership Partiesany Party that is not in material breach of any material covenant contained in this Agreement, on the one hand, or the Contributing Parties, on by notice to the other hand, Parties following the time that any condition to the Primary Closing set forth in writing, without liability, if there shall be Article II (other than any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree liftedconditions set forth in Sections 2.1(b) and the same shall not have been lifted within thirty (302.3(b)) days after entry by any such Governmental Authorityhas become incapable of being satisfied on or prior to December 31, 1998; (e) by any Party that is not in material breach of any material covenant contained in this Agreement, by notice to the Contributing other Parties following a material breach of any material covenant contained in this Agreement by any other Party if such breach remains uncured in any material respect for 30 days following the giving of notice of the conditions set forth in Section 6.2 have become incapable breach of fulfillmentsuch material covenant from the Party seeking to terminate this Agreement to each other Party; provided, and have not been waived in writing by that the Contributing PartiesParty seeking to terminate this Agreement gives written notice of such termination to each other Party within 30 days following the end of such 30-day cure period; or (f) by FT or DT, if the Partnership Parties if any Board of Directors shall have withdrawn its recommendation of the conditions set forth proposals contemplated by Section 5.2(b) hereof or shall have qualified its recommendation in Section 6.1 have become incapable a manner materially adverse to FT and DT, provided that for purposes of fulfillmentthis clause (f) if the Board of Directors continues its recommendation and approval of such proposals, but reflects in its recommendation additional information, the inclusion of such additional information, in and have of itself, shall not been waived in writing by the Partnership Partiesbe deemed to be a qualification that is materially adverse to FT and DT or otherwise provide FT and DT with a termination right under this clause (f).

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: : (a) by a)by mutual written consent of the Parties; Partnership and NMD; (b) by b)by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, NMD in writing after September 30, 2014 (the sixtieth (60th“Outside Date”) day following the date hereof, if the Closing has not occurred by such datedate and, provided that as of such date date, the terminating Party or and its Affiliates affiliates are not otherwise in material default or breach under of this Agreement, or have not failed or refused to close without justification hereunder; ; (c) by c)by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, NMD in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates affiliates may have (provided the terminating Party or and its Affiliates affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if such other Party or its affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause (i) or (ii), such breach was of such a degree that the other Party would have the right to refuse to close pursuant to ARTICLE VII CONDITIONS TO CLOSING if closing were to occur at such time; provided further that the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; ; (d) by d)by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, NMD in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the PartiesPartnership Party or NMD, which prohibits or restrains them the Partnership or NMD from consummating the transactions contemplated hereby (hereby; provided that the Parties Partnership and NMD shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) 30 days after entry by any such Governmental Authority; ; (e) by the Contributing Parties e)by NMD if any of the conditions set forth in Section 6.2 7.02 shall have become incapable of fulfillment, and shall not have not been waived in writing by the Contributing PartiesNMD; or or (f) by f)by the Partnership Parties if any of the conditions set forth in Section 6.1 7.01 shall have become incapable of fulfillment, and shall not have not been waived in writing by the Partnership PartiesPartnership. .

Events of Termination. This Notwithstanding anything to the contrary, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing DateClosing: (a) by mutual written consent of ▇▇▇▇▇▇▇▇▇ and the PartiesSeller; (b) by automatically, upon (i) the consummation of a sale or other disposition of all or substantially all of the Transferred Assets to a Person other than Purchaser (each, an “Alternate Transaction”), (ii) if, at close of the Auction, Purchaser’s bid has not been selected as either the Partnership Partieswinning bid or the Back-Up Bid or (iii) if, on at the one handclose of the Auction, Purchaser’s bid was selected as the Back-Up Bid, upon the consummation of a Competing Bid or Alternate Transaction; (c) by Purchaser or the Seller by written notice to Purchaser or the Seller from the other, if the Bankruptcy Case is dismissed or converted to a case under chapter 7 of the Bankruptcy Code; (d) by Purchaser or the Seller by written notice to Purchaser or the Seller from the other, if Purchaser is not selected as having the winning bid or Back-Up Bid at Auction, if any; (e) by Purchaser if the Seller (i) withdraws the motion for the Sale Order, or Contributing Partiespublicly announces its intention to withdraw such motion, on (ii) moves to voluntarily dismiss the Bankruptcy Cases, (iii) moves for conversion of the Bankruptcy Cases to Chapter 7 of the Bankruptcy Code, or (iv) moves for appointment of an examiner with expanded powers pursuant to Section 1104 of the Bankruptcy Code or a trustee in the Bankruptcy Cases; (f) by Purchaser, by written notice from Purchaser to the Seller, if there has been a breach or inaccuracy of a covenant, representation or warranty made by the Seller in this Agreement, such that the conditions in Section 8.1 or Section 8.2 are not capable of being satisfied and which breach is incapable of being cured or, if capable of being cured, has not been cured by the Seller prior to the earlier of (i) twenty (20) Business Days after receipt of written notice from Purchaser requesting such breach be cured or (ii) the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(f) shall not be available to Purchaser if the failure of Purchaser to fulfill any of its obligations under this Agreement has been the primary cause of, or resulted in, such breach, or if the conditions in Section 8.1 or Section 8.3 are not capable of being satisfied because there is then a breach or inaccuracy of a covenant, representation or warranty made by Purchaser in this Agreement; (g) by the Seller, by written notice from the Seller to Purchaser, if there has been a breach or inaccuracy of a covenant, representation or warranty made by Purchaser in this Agreement, such that the conditions in Section 8.1 or Section 8.3 are not capable of being satisfied and which breach is incapable of being cured or, if capable of being cured, has not been cured by Purchaser prior to the earlier of (i) 20 Business Days after receipt of written notice from the Seller requesting such breach be cured or (ii) the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(g) shall not be available to the Seller if the failure of the Seller to fulfill any of its obligations under this Agreement has been the primary cause of, or resulted in, such breach, or if the conditions in Section 8.1 or Section 8.3 are not capable of being satisfied because there is then a breach or inaccuracy of a covenant, representation or warranty made by the Seller in this Agreement; (h) by Purchaser or the Seller, by written notice from Purchaser or the Seller to the other, if any Governmental Authority of competent jurisdiction shall have issued an Order, enacted any Applicable Law or taken any other handaction restraining, enjoining or otherwise prohibiting the consummation of the Transactions and, in writing after the sixtieth case of Orders and other actions, such Order or other action shall have become Final Orders; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(h) shall not be available to the party seeking to terminate if any action of such party or any failure of such party to act has contributed to such Order or other action and such action or failure constitutes a breach of this Agreement; (60thi) day following by Purchaser or the date hereofSeller, by written notice from Purchaser or the Seller to the other, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to October 5, 2024 (the Closing “Outside Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable”); provided, however, that in the case of clause (iparty exercising the right to terminate this Agreement pursuant to this Section 9.1(i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty responsible for such failure of the Closing to occur through a breach or inaccuracy of a covenant, representation or warranty contained in this Agreement (30) days after entry by it being understood, acknowledged, and agreed that if Seller is unable to provide any required Closing deliverable of Seller, then Seller shall be deemed to have been responsible for such Governmental Authority;failure of the Closing for purposes of this Section 9.1(i)); or (ej) by Purchaser by written notice to the Contributing Parties Seller if the Bankruptcy Court does not approve the Bid Procedures Order without any of material modifications (other than such modifications reasonably acceptable to Purchaser) to the conditions protections to Purchaser set forth in Section 6.2 have become incapable of fulfillment, 9.3(a) and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties9.3(b).

Events of Termination. This Agreement may be terminated at any time prior terminated: 3.19.1. By either Party, to the Closing Date: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofextent permitted under applicable Law, if the Closing has other ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of its creditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it (which is not occurred by such date, provided that stayed or dismissed within sixty (60) days) or admits in writing its inability to pay its debts as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreementthey mature, or have if a receiver is appointed over a substantial part of its assets (which is not failed stayed or refused to close without justification hereunder;dismissed within sixty (60) days). (c) 3.19.2. By ANAHEIM for the non-payment by either the Partnership Parties, on the one hand, SCN of any License Fee or the Contributing Partiesfailure by SCN to allocate the required amounts of Technology Reserve Funds, on the other handCarryover Funds or Capital Investment Commitment funds in accordance with Sections 3.2.2.2, in writing without prejudice to other rights and remedies 3.2.3, respectively, which the terminating Party non-payment or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreementnon-allocation, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, each as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have continues for a period of ten thirty (1030) days following after written notice of such default from ANAHEIM. 3.19.3. By either Party in the non-defaulting Party event of a material breach or nonperformance by the other of any provision of this Agreement within the time periods provided herein following notice and failure to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any as described hereafter. Written notice of the Parties, which prohibits or restrains them from consummating breach must be given pursuant to Section 4.1 and an opportunity to cure the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted breach within thirty (30) days after entry by will be provided. If the remedy or cure requires more than thirty (30) days, the breaching Party must have commenced and diligently initiated efforts to cure the breach and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Subject to Section 3.19.9, upon the termination of this Agreement, ANAHEIM shall pay SCN for Technology Services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement. Likewise, SCN shall pay ANAHEIM all sums, including, but not limited to, Carryover Funds, the balance of any funds in the Technology Reserve Fund, and such Governmental Authority; (e) by other funds or sums of money either allocated or that are required to be allocated to ANAHEIM under this Agreement. This Agreement shall not be terminated if such alleged breach is submitted to the Contributing Parties if any of the conditions dispute resolution procedures set forth in Section 6.2 have become incapable of fulfillment, and have not been waived 3.17. 3.19.4. By ANAHEIM in writing by the Contributing Parties; or (f) by event that SCN is unable or unwilling to provide replacement personnel reasonably acceptable to the Partnership Parties if any of Executive Director in accordance with the conditions procedures set forth in Section 6.1 have become incapable 1.6.6.1. 3.19.5. By ANAHEIM in the event that SCN fails to provide the quality of fulfillmentTechnology Services required under this Agreement on a consistent basis in accordance with the standards set forth in Section 1.9. 3.19.6. By either Party in the event that the City Council of ANAHEIM fails to appropriate sufficient money for any year during the Term and the Parties are unable to renegotiate the terms of this Agreement to coincide with the levels of appropriation provided in accordance with Section 3.1. 3.19.7. By either Party, in the event that the other Party fails to comply with its performance obligations within the extension period set forth in Section 3.18. 3.19.8. By ANAHEIM in the event that SCN fails to comply with the anti- assignment and have not been waived in writing by the Partnership Partiestransfer provisions of Section 4.2.

Events of Termination. This Agreement may be terminated at The Forbearance Period shall automatically terminate if any time prior to of the Closing Date:following events shall occur (each, an “Event of Termination”): (a) by mutual written consent the failure of any Obligor to comply with any term, condition or covenant set forth in this Agreement, including, without limitation, the Partiescovenants in Section IV of this Agreement; (b) by either other than the Partnership PartiesSpecified Default and any potential Default or Event of Default resulting from the non-payment of interest due on September 1, on 2019 with respect to the one handIssuers’ 7.750% Senior Notes due 2022, there occurs any Default or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has Event of Default that is not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereundercured within any applicable grace period; (c) by either a case under title 11 of the Partnership PartiesUnited States Code or any similar reorganization, on the one handliquidation, insolvency, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there receivership proceeding under applicable law is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure commenced by any breach of this Agreement, if such breach is curableObligor; (d) by either the Partnership Parties, on the one hand, Issuers notify any Supporting Holder or the Contributing Parties, on the other hand, its representatives in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided writing that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authorityit has terminated discussions regarding a Potential Transaction; (e) the Issuers cure the Specified Default by making the Contributing Parties if August 2019 Interest Payment and pay any of the conditions set forth in Section 6.2 have become incapable of fulfillmentdefault interest or late penalties, and have not been waived in writing by no other Default or Event of Default has occurred and remains uncured at the Contributing Partiestime the Issuers cure such Specified Default; or (f) by the Partnership Parties if any that certain Forbearance Agreement, dated as of the conditions set forth in Section 6.1 have become incapable of fulfillmentdate hereof, between the Obligors, the RBL Agent, and have not been waived lenders constituting the Majority Lenders under and as defined in writing that certain Credit Agreement, dated as of May 24, 2012 (as amended, restated, amended and restated, modified or supplemented from time to time, the “RBL Credit Agreement”), among EPE Holdings LLC, EP Energy LLC, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “RBL Agent”), shall terminate or otherwise cease to be in full force and effect, or shall be amended or otherwise modified (other than any amendment or modification to extend the termination date thereof or waive compliance by the Partnership Partiesany Obligor with any covenant thereunder).

Events of Termination. This Agreement and the transactions contemplated hereby may be terminated or abandoned at any time prior to the Closing DateDate as follows: (a) by mutual upon the written consent agreement of the PartiesSeller and the Purchaser; (b) by either at the Partnership Parties, on election of the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder)Purchaser, if (i) the other Party Seller has materially failed breached any representation or warranty contained in this Agreement that is qualified by materiality or a Business Material Adverse Effect requirement, (ii) the Seller has breached in any material respect any representation or warranty contained in this Agreement that is not so qualified, (iii) the Seller has breached any covenant or agreement contained in this Agreement that is qualified by materiality or a Business Material Adverse Effect requirement, or (iv) the Seller has breached in any material respect any covenant or agreement contained in this Agreement that is not so qualified, in the case of (i), (ii), (iii) or (iv), which breach has been notified to perform its covenants or agreements contained herein required to be performed the Seller in writing by the Purchaser and cannot been cured on or prior to the Closing Datedate set forth in Section 15.1(f), provided that if the Seller is not using its commercially reasonable efforts to so cure, on the date that is thirty (30) days following delivery of such written notice; (c) at the election of the Seller, if (i) the Purchaser has breached any representation or warranty contained in this Agreement that is qualified by materiality or material adverse effect or (ii) there if the Purchaser has breached in any material respect any representation or warranty contained in this Agreement that is one not so qualified, (iii) the Purchaser has breached any covenant or more inaccuraciesagreement contained in this Agreement that is qualified by materiality or material adverse effect, violations or breaches of (iv) the representations Purchaser has breached in any material respect any covenant or warranties of the other Party agreement contained herein and such inaccuraciesin this Agreement that is not so qualified, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or ), (ii), (iii) or (iv) which breach has been notified to the defaulting Party shall have a period of ten Purchaser in writing by the Seller and cannot been cured on or prior to the date set forth in Section 15.1(f), provided that if the Purchaser is not using its commercially reasonable efforts to so cure, on the date that is thirty (1030) days following delivery of such written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curablenotice; (d) by either at the Partnership Parties, on election of the one hand, Purchaser or the Contributing Parties, on the other hand, Seller in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authorityaccordance with Section 8.12; (e) by at the Contributing Parties if any election of the conditions set forth Purchaser or the Seller in accordance with Section 6.2 7.9(d)(iii); (f) upon written notice by either the Seller or the Purchaser, if the Closing Date shall not have become incapable occurred before October 29, 2004, for any reason other than (i) the failure of fulfillmentthe party seeking to terminate this Agreement to perform its obligations hereunder or (ii) a breach of a representation or warranty by such party herein, and have not been waived in writing by each case that would give the Contributing Partiesother party the right to terminate the Agreement; or (fg) upon written notice by the Partnership Parties if any of Purchaser, if, after the conditions set forth in Section 6.1 date hereof, there shall have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesoccurred a Business Material Adverse Effect.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: : (a) by mutual written consent of both CONE Gathering and the Parties; Partnership; (b) by either CONE Gathering or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofDecember 31, 2016, if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; ; (c) by either CONE Gathering or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten thirty (1030) days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable; ; or (d) by either CONE Gathering or the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Notwithstanding any other provision hereof, this Agreement may be terminated at shall terminate upon the occurrence of any time prior to of the Closing Datefollowing events: (a) by mutual the written consent of the PartiesRepresentative and the Purchaser; (b) by either written notice of the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, Purchaser or the Contributing PartiesRepresentative, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates party may have (provided the terminating Party or its Affiliates are party is not otherwise in material default or breach of this Agreement, or have not has failed or refused to close without justification hereunder), if the Purchaser or any of the Selling Stockholders, as applicable, shall (i) the other Party has materially fail or have failed to perform its the covenants or agreements contained herein required to be performed on or prior to the Closing DateDate by such party hereunder, or (ii) there is one materially breach or more inaccuracies, violations or breaches have breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curableherein; (dc) by either the Partnership Parties, on the one hand, Representative or the Contributing Parties, on the other hand, Purchaser in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority court or governmental or regulatory agency binding on Purchaser or any of the PartiesSelling Stockholder, which prohibits or restrains them Purchaser or any Selling Stockholder from consummating the transactions contemplated hereby (hereby, provided that the Parties Purchaser and Selling Stockholders shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) 30 days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Partiescourt or governmental or regulatory agency; or (fd) the written notice by the Partnership Parties Purchaser or the Representative on or after December 4, 1996 if the Closing has not occurred by such date due to the failure of any condition to Closing in Section 7.1 or 7.2 hereof not due to a breach or default of a party hereto, provided that as of such date neither the Purchaser nor any of the conditions set forth Selling Stockholders is in Section 6.1 have become incapable default or that both the Purchaser and one or more of fulfillment, and have not been waived the Selling Stockholders are in writing by the Partnership Partiesdefault under this Agreement.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: Effective Time (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any agreement of the Parties, which prohibits (b) on or restrains them from consummating after the transactions contemplated hereby date that is 180 days after the date of this Agreement (provided that the Parties shall have used their commercially reasonable efforts to have any or such order, writ, injunction or decree lifted) later date as FACO and the same shall not Company may have been lifted within thirty (30) days after entry by any such Governmental Authority; (eagreed to in writing) by FACO, by written notice to the Contributing Parties Company, if any of the conditions set forth in Section 6.2 7.1 and Section 7.2 hereof shall not have become incapable been complied with or performed in any material respect and FACO shall not have materially breached any of fulfillmentits representations, warranties, covenants or agreements contained herein, (c) by FACO, by written notice to the Company, if the Board of Directors of the Company shall have withdrawn or adversely modified its approval or recommendation of the Mergers, (d) on or after the date that is 180 days after the date of this Agreement (or such later date as FACO and the Company may have not been waived agreed to in writing by the Contributing Parties; or (fwriting) by the Partnership Parties Company, by written notice to FACO, if any of the conditions set forth in Section 6.1 7.1 and Section 7.3 hereof shall not have become incapable been complied with or performed in any material respect and the Company shall not have materially breached any of fulfillmentits representations, warranties, covenants or agreements contained herein, (e) by either FACO or the Company by written notice to the other Parties if the Effective Time shall not have occurred within 30 days after the Closing Date; provided that the Party seeking to terminate under this clause (e) shall not have breached in any material respect any of its covenants and agreements contained herein which breach is the proximate cause of the failure of the Effective Time to have not been waived in writing occurred within such 30-day period, (f) by FACO, by written notice to the Company, if the Company fails to call the Company Shareholders Meeting on or prior to the 45th day after the Registration Statement is declared effective by the Partnership SEC, (g) by the Company, by written notice to FACO, if a Takeover Proposal shall have occurred and the Board of Directors of the Company in connection therewith withdraws or modifies its approval and recommendation of this Agreement and the transactions contemplated hereby to the extent permitted by Section 6.4, (h) by either FACO or the Company, by written notice to the other, if a court of competent jurisdiction or other Governmental Entity shall have issued a final, non-appealable order, decree or ruling, or taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Mergers, (i) by either FACO or the Company, by written notice to the other, if at the Company Shareholders Meeting (including any adjournment or postponement thereof), the requisite vote of the shareholders of the Company in favor of this Agreement and the Mergers shall not have been obtained, (j) by FACO or the Company by written notice to the other Parties., if ▇▇▇▇▇▇ Brothers Inc., the Company’s financial advisor, withdraws its opinion referred to in Section 3.26 or otherwise notifies the Board of Directors of the Company that it may no longer rely on such opinion, (k) by the Company, by written notice to FACO delivered not later than January 3, 2003, if FACO fails to deliver to the Company, by 5:00 p.m., Los Angeles time, on December 28, 2002, copies of the financial statements for the FAST Companies required to be included in the Proxy Statement/Prospectus under the rules and regulations promulgated by the Securities and Exchange Commission (assuming the Proxy Statement/Prospectus is mailed on or prior to February 15, 2003), (l) by FACO, by written notice to the Company, if the Company shall have materially breached any of its covenants and agreements contained in this Agreement and the Company shall fail to cure such breach within 10 days after FACO gives written notice thereof to the Company; provided that the availability of such 10-day cure period shall not have the effect of extending the date referred to in clause (b) above, (m) by the Company, by written notice to FACO, if FACO shall have materially breached any of its covenants and agreements contained in this Agreement and FACO shall fail to cure such breach within 10 days after the Company gives written notice thereof to FACO; provided that the availability of such 10-day cure period shall not have the effect of extending the date referred to in clause (d) above or (n) by the Company, if Comerica has not delivered its approval of the execution and delivery by the Company of the Promissory Note and the Security Agreement by 5:00 p.m., Los Angeles time, on December 27, 2002. 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Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by By the mutual written consent agreement of the PartiesSeller and the Buyer; (b) By the Seller or by either the Partnership Parties, on Buyer in the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if event that the Closing has not occurred on or before the date indicated in the third proviso in Section 2.2(a), or such other date as the Seller and the Buyer shall agree in writing, unless the failure to so consummate by such date, provided that as time is due to a breach of such date this Agreement by the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused party seeking to close without justification hereunderterminate; (c) By the Seller or by either the Partnership PartiesBuyer if consummation of the transactions contemplated hereby would violate any nonappealable final order, on decree or judgment of any court or governmental body having competent jurisdiction; (d) By the one hand, Seller or the Contributing PartiesBuyer, on in the event of a material breach by the other handof any representation, in writing without prejudice to other rights and remedies which the terminating Party warranty or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements agreement contained herein required to which is not cured or cannot be performed on or prior cured within thirty (30) calendar days after written notice of such termination has been delivered to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicablebreaching party; provided, however, that in the case of clause (i) termination pursuant to this Section 8.1(d) shall not relieve the breaching party of liability for such breach or otherwise and (ii)) this Section 8.1(d) shall not under any circumstances provide the Buyer with a basis for termination due to any actual or alleged breach relating to Hazardous Substances, Buyer's sole remedies with respect to Hazardous Substances being contained in Section 4.4; and (e) By the defaulting Party shall have a period Seller in the event that: (i) at the expiration of ten thirty (1030) calendar days following written notice from after the non-defaulting Party to cure any breach date of this Agreement, if such breach is curable;the Buyer has failed to file substantially complete applications requesting approval of the transactions contemplated by this Agreement with all applicable regulatory agencies ("Buyer's Regulatory Agencies"); or -54- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT (dii) by either at the Partnership Partiesexpiration of sixty (60) calendar days after the date of this Agreement, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating Buyer's Regulatory Agencies has failed to accept the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any Buyer's application pending before such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Partiesagency as informationally complete; or (fiii) by at the Partnership Parties if expiration of one hundred fifty (150) calendar days after the date of this Agreement, any of the conditions set forth in Section 6.1 have become incapable Buyer's Regulatory Agencies has failed to issue formal approval of fulfillmentthe Buyer's application; or (iv) at any time, and have not the Buyer's application has been waived in writing disapproved by any of the Partnership PartiesBuyer's Regulatory Agencies. Any party desiring to terminate this Agreement pursuant to any of the foregoing clauses shall give written notice of such termination to the other party.

Events of Termination. This Agreement may be terminated terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Closing Date: : (a) by the mutual written consent of the Parties; boards of directors, or equivalent governing bodies, of Weather I and VimpelCom; 57 (b) by either the Partnership PartiesWeather I, on the one handacting in its sole, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights exclusive and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach non-appealable discretion and notwithstanding any provision of this AgreementAgreement to the contrary, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed at any time on or prior to the Obligation Date; neither Weather II nor any of its Affiliates shall be liable to VimpelCom or any other Person arising out of or relating to the exercise of its discretion in this Section 11.1(b); (c) by VimpelCom, acting in its sole, exclusive and non-appealable discretion and notwithstanding any provision of this Agreement to the contrary, at any time on or prior to the Obligation Date; neither VimpelCom nor any of its Affiliates shall be liable to Weather I, Weather II or any Weather I Shareholders or any other Person arising out of or relating to the exercise of its discretion in this Section 11.1(c); (d) by either Weather I or VimpelCom if Closing shall not have occurred on or prior to June 30, 2011 (the “Outside Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable”); provided, however, that if Closing shall not have occurred as a result of the breach by any party of its representations, warranties, covenants or agreements contained in this Agreement, then the case of clause (i) party responsible for such breach shall not have the right to terminate this Agreement pursuant to this Section 11.1(d); or (iie) by either Weather I or VimpelCom if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order which is in effect and has the effect of making the transfer of the Weather I Shares set forth in Part II of Annex 2.1 to VimpelCom, the issuance of VimpelCom shares or payment of the cash consideration to Weather II and the Weather I Shareholders or the completion of the spin-off transactions pursuant to Spin-Off Plan A illegal or otherwise prohibiting consummation of such transfers and transactions and such statute, rule, regulation, injunction or other order has become final and non-appealable; provided, however, that the right to terminate under this Section 11.1(e) shall not be available to any party whose failure to comply in any material respects with Section 6.3(c), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure or any breach other provision of this Agreement, if such breach is curable; (d) by either has been the Partnership Parties, on the one handdirect cause of, or the Contributing Partiesresulted directly in, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesaction.

Events of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing DateClosing: (a) by mutual written consent of the PartiesRCS Capital and RCAP Holdings; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofRCS Capital, if the Closing (i) RCAP Holdings has not occurred by such datebreached or failed to comply with any of its representations, provided that as of such date the terminating Party warranties, covenants or its Affiliates are not otherwise agreements contained in material default or breach under this Agreement, (ii) such breach, if capable of being cured, remains uncured for more than 15 days after RCS Capital shall have given notice to RCAP Holdings of such breach or have failure to comply, and (iii) such breach or failure to comply renders one or more conditions set forth in Sections 5.1 or 5.2 not failed or refused to close without justification hereundercapable of being satisfied; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder)RCAP Holdings, if (i) the other Party RCS Capital has materially breached or failed to perform comply with any of its representations, warranties, covenants or agreements contained herein required to be performed on or prior to the Closing Datein this Agreement, or (ii) there is such breach, if capable of being cured, remains uncured for more than 15 days after RCAP Holdings shall have given notice to RCS Capital of such breach or failure to comply, and (iii) such breach or failure to comply renders one or more inaccuracies, violations conditions set forth in Sections 5.1 or breaches 5.3 not capable of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curablebeing satisfied; (d) by either the Partnership PartiesRCS Capital, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Sections 5.1 or Section 6.2 5.2 shall not have become incapable of fulfillmentbeen satisfied, and have not been complied with or performed (or waived in writing by RCS Capital) on or prior to December 31, 2014 (the Contributing Parties“Termination Date”); orprovided, however, that if any of such conditions is not satisfied solely as a result of the breach or failure to comply by RCS Capital of its representations, warranties, covenants or agreements contained in this Agreement, then RCS Capital shall not have the right to terminate this Agreement pursuant to this Section 6.1(d); (fe) by the Partnership Parties RCAP Holdings, if any of the conditions set forth in Sections 5.1 or Section 6.1 5.3 shall not have become incapable of fulfillmentbeen satisfied, and have not been complied with or performed (or waived in writing by RCAP Holdings) on or prior to the Partnership PartiesTermination Date; provided, however, that if any of such conditions is not satisfied as a result of the breach or failure to comply by RCAP Holdings of its representations, warranties, covenants or agreements contained in this Agreement, then RCAP Holdings shall not have the right to terminate this Agreement pursuant to this Section 6.1(e); or (f) by RCS Capital or RCAP Holdings, if there shall be in effect a final nonappealable Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

Events of Termination. This Agreement may be terminated at If any time prior to of the Closing Datefollowing events (each an “Event of Termination”) shall occur: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other any Ortho Party has materially failed shall fail to perform its covenants or agreements contained herein required to be performed on observe any term, covenant or prior to the Closing Date, agreement under this Agreement or any other Facility Document (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and than any such inaccuracies, violations and breaches failure which would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case an Event of Termination under clause (i) or (ii), (iii) or (iv) of this paragraph (a)), and such failure, solely to the defaulting Party extent capable of cure, shall have continue for a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry the earlier of (x) the date on which such breach becomes known by any Ortho Party or any Affiliate thereof or (y) the date on which written notice of such Governmental Authoritybreach is given by the Administrative Agent to any Ortho Party, (ii) any Ortho Party shall fail to perform or observe any term, covenant or agreement contained in any of the Specified Covenants, (iii) any Ortho Party shall fail to make when due (x) any payment or deposit to be made by it under this Agreement or any other Facility Document and such failure shall continue unremedied for two (2) Business Days or (iv) Ortho shall resign as Master Servicer, and no successor Master Servicer reasonably satisfactory to the Administrative Agent shall have been appointed; (eb) any representation or warranty made or deemed made by the Contributing Parties if any Ortho Party (or any of their respective officers) under or in connection with this Agreement or any other Facility Document or any information or report delivered by any Ortho Party pursuant to this Agreement or any other Facility Document, shall prove to have been incorrect or untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (ftext thereof) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.when made or deemed made or delivered;

Events of Termination. This Agreement may be terminated (a) at any time prior to the Closing Date: (a) by mutual written consent agreement of the Parties; , (b) in whole and not in part by either the Partnership Parties, on Buyer by written notice to the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, Company if the Closing has conditions set forth in Sections 6.1 and 6.2 hereof shall not occurred by such date, provided that as of such date the terminating Party have been complied with or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to May 31, 2004 (or such later date as the Closing DateParties may have agreed to in writing) in any material respect and the Buyer shall not have materially breached any of its representations, warranties, covenants or agreements contained herein, (iic) there is one or more inaccuracies, violations or breaches of in whole and not in part by the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following Company by written notice from the non-defaulting Party Company to cure the Buyer if the conditions set forth in Sections 6.1 and 6.3 hereof shall not have been complied with or performed on or prior to May 31, 2004 (or such later date as the Parties may have agreed to in writing) in any breach material respect and the Company shall not have materially breached any of this Agreementits representations, if such breach is curable; warranties, covenants or agreements contained herein, (d) by either any Party, by written notice to the Partnership other Parties, on the one handif a court of competent jurisdiction or other governmental entity shall have issued a final, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writdecree or ruling, injunction or decree taken any other action, having the effect of any Governmental Authority binding on any of the Partiespermanently restraining, which prohibits enjoining or restrains them from consummating otherwise prohibiting the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction by this Agreement or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if Buyer, by written notice to the Company, if, as a condition to receiving the approval of the transactions contemplated by this Agreement by any Governmental Entity, the Buyer or any of its Affiliates shall be required to, or required to agree to, (i) divest, sell or hold separate or agree to license to its competitors, before or after the Closing Date, any of the conditions set forth Buyer’s, its Affiliates’, the Company’s or any Subsidiary’s businesses, product lines, properties or assets, (ii) make any material changes or accept material restrictions in Section 6.2 have become incapable the operation of fulfillmentsuch businesses, and have not been waived in writing by product lines, properties or assets or (iii) make any changes or accept any restrictions to this Agreement or the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiestransactions contemplated hereby.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written consent of Purchaser and the PartiesCompany; (b) by either written notice from Purchaser to the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofCompany, if there has been a breach of any representation, warranty or covenant made by the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise Company in material default or breach under this Agreement, such that the conditions in Sections 9.1 or have 9.2 are not failed capable of being satisfied and which has not been cured by the Company within ten (10) Business Days after receipt of written notice from Purchaser requesting such breach to be cured; provided, that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to Purchaser if the failure of Purchaser to fulfill any of its obligations under this Agreement has been the primary cause of, or refused to close without justification hereunderresulted in, such breach; (c) by either written notice from the Partnership PartiesCompany to Purchaser, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or if there has been a breach of any representation, warranty or covenant made by Purchaser in this Agreement, such that the conditions in Sections 9.1 or have 9.3 are not failed or refused to close without justification hereunder), if (i) the other Party capable of being satisfied and which has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of not been cured by Purchaser within ten (10) days following Business Days after receipt of written notice from the non-defaulting Party to cure any breach of this Agreement, if Company requesting such breach is curableto be cured; provided, that the right to terminate this Agreement pursuant to this Section 11.1(c) shall not be available to the Company if the failure of the Company to fulfill any of its obligations under this Agreement has been the primary cause of, or resulted in, such breach; (d) by written notice from either the Partnership Parties, on Company or Purchaser to the one hand, or the Contributing Parties, on the other hand, in writing, without liabilityother, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on shall have issued an Order or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties by this Agreement and such Order or other action shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) become final and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority;nonappealable; or (e) by written notice from Purchaser or the Contributing Parties Company to the other, to the extent that the Closing Date has not occurred on or prior to March 31, 2012 (the “Termination Date”); provided, however, (i) either Purchaser or the Company shall have the option to extend the Termination Date for one additional period not to exceed sixty (60) days if any all other conditions to consummation of the conditions Closing are satisfied or capable of then being satisfied and the sole reason that the Closing has not been consummated by such date is that the condition set forth in Section 6.2 have become incapable of fulfillment9.1(a) has not been satisfied and Purchaser or the Company are still attempting to satisfy such condition, and (ii) that the party exercising its right to so terminate this Agreement pursuant to this 11.1(e) shall not have not been waived in writing by responsible for such failure of the Contributing Parties; or (f) by the Partnership Parties if Closing to occur through a breach of any of the conditions set forth its representations, warranties or covenants contained in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesthis Agreement.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateCompletion as follows: (a) by mutual written consent if any one or more of the Partiesconditions set forth in Section 3.1 to the obligation of the Investor to complete has not been fulfilled on or prior to the Target Completion Date, the Investor shall have the right to terminate this Agreement with respect to its purchase of the Notes; (b) by either if any one or more of the Partnership Parties, on conditions set forth in Section 3.2 to the one hand, or Contributing Parties, on obligation of the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing Company to complete has not occurred been fulfilled on or prior to the Target Completion Date as a result of any failure by such datethe Investor, provided that as the Company shall have the right to terminate this Agreement with respect to the Investor’s purchase of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunderNotes; (c) by either if the Partnership Parties, on the one handCompany has breached any Company Warranty, or the Contributing Parties, on the any other hand, material covenant or agreement contained in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have which breach cannot failed or refused to close without justification hereunder)be cured or, if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Dateit is capable of being cured, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted cured within thirty (30) days after entry by the Company being notified in writing of the same, the Investor shall have the right to terminate this Agreement with respect to its purchase of the Notes; (d) if the Investor has breached any such Governmental Authorityof the Investor Warranties, or any other material covenant or agreement of the Investor contained in this Agreement, which breach cannot be cured or, if capable of being cured, is not cured within thirty (30) days after the Investor being notified in writing of the same, the Company shall have the right to terminate this Agreement with respect to the Investor’s purchase of the Notes; (e) by if Completion does not occur within ninety (90) Business Days after the Contributing date of this Agreement, any Party may, at its sole discretion, give written notice to the other Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Partiesto terminate this Agreement; or (f) at any time on or prior to the Completion Date, by written consent of the Partnership Parties if Parties; provided, that any right to terminate this Agreement pursuant to this Section 12.2 shall not be available to any Party in breach of any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesits obligations hereunder.

Events of Termination. This Agreement Agreement, by notice given in the manner hereinafter provided, may be terminated and abandoned at any time prior to the Closing Date: (a) by mutual written consent completion of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableClosing; provided, however, that in the case of clause any right to terminate, other than pursuant to subparagraphs 39 45 (ib), (e), (f) or (iig), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall must be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted exercised within thirty (30) days after entry the terminating party receives written notice of the event giving rise to such right of termination: (a) By HGHC if there has been a material default or material breach by any of the Buyers with respect to the representations and warranties of the Buyers in this Agreement or the due and timely performance of any of the covenants and agreements of the Buyers contained in this Agreement where such Governmental Authority;default, breach or failure to perform has a Material Adverse Effect or a material adverse effect on the Sellers' or Buyers' ability to consummate the transactions described in this Agreement, and such default, breach or failure to perform shall not have been cured within ten (10) days after receipt by the Buyers (but not later than July 31, 2001, except as provided herein in the case of a FM Event) of written notice specifying particularly such default, breach or failure to perform; provided, however, that such cure period is not applicable to a breach by the Buyers of Section 5.05; or (b) By HGHC if the Buyers (i) have not filed their applications for all necessary approvals from the IGB within the time frame required under Section 5.04(a) (including any extension period provided therein) or (ii) have not filed their applications for all necessary approvals with all other Gaming Authorities and jurisdictions within the time frame required under Section 5.04(b) (including any extension period provided therein); or (c) By the Buyers if there has been a material default or material breach by any of the Sellers with respect to the representations and warranties of the Sellers in this Agreement or the due and timely performance of any of the covenants and agreements of the Sellers contained in this Agreement where such default, breach or failure to perform has a Material Adverse Effect or a material adverse effect on the Sellers' or the Buyers' ability to consummate the transactions described in this Agreement and such default, breach or failure to perform shall not have been cured within ten (10) days after receipt by the Sellers (but not later than July 31, 2001, except as provided herein in the case of a FM Event) of written notice specifying particularly such default, breach or failure to perform; or (d) By the Buyers if (i) a Material Adverse Change has occurred since the date of this Agreement; or (ii) a Material Adverse Change has occurred since the date of the Financial Statement for the year ended December 31, 2000 (but with respect to the McGo▇▇▇ ▇▇▇suit, since the date of this Agreement); or (e) by the Contributing Parties if any By mutual agreement of the conditions set forth in Section 6.2 have become incapable of fulfillment, Buyers and have not been waived in writing by the Contributing PartiesSellers; or (f) by By either the Partnership Parties Sellers or the Buyers, (i) if the Closing has not occurred on or prior to July 31, 2001; provided, however, that the right to terminate this Agreement under this Section 10.01(f)(i) will not be available to any party whose failure to timely fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date or (ii) if a FM Event has occurred and the Closing has not occurred on or prior to the expiration of the FM Extension Period; provided, however, that the right to terminate this Agreement under this Section 10.01(f)(ii) will not be available to any party whose failure to timely fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (g) By either the Sellers or Buyers if a court of competent jurisdiction or a governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other final action not subject to appeal, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions described in this Agreement; or (h) By the Buyers if HGHC or any of its Affiliates shall agree to an HGHC Sale which does not meet the conditions set forth in of Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties4.01.

Events of Termination. (a) This Agreement may be terminated at any time on or prior to the Closing DateSubscription Time: (ai) by mutual written consent of the PartiesFortisUS and Investor; (bii) by either the Partnership PartiesFortisUS if there shall have been a breach, inaccuracy or failure to perform (as applicable) of any representation, warranty, covenant or agreement on the one hand, or Contributing Parties, on the other hand, part of Investor contained in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 3.3(a) or Section 3.3(b) would not be satisfied and such breach inaccuracy or failure to perform is not curable or, if curable, is not cured prior to the earlier of (A) thirty days after written notice thereof is given by FortisUS to Investor or (B) three Business Days prior to the date FortisUS is required to effect the Merger in accordance with the Merger Agreement; provided, that FortisUS shall not have become incapable the right to terminate this Agreement pursuant to this Section 7.1(a)(ii) if FortisUS, ITC Investments or Merger Sub is then in material breach of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of its, representations, warranties, covenants or agreements contained in this Agreement, in each such case such that the conditions set forth in Section 6.1 3.2(a) or Section 3.2(b) would not be satisfied; (iii) by Investor if there shall have been a breach, inaccuracy or failure to perform (as applicable) of any representation, warranty, covenant or agreement on the part of FortisUS, ITC Investments or Merger Sub contained in this Agreement, such that the conditions set forth in Section 3.2 (a) or Section 3.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) thirty days after written notice thereof is given by Investor to FortisUS, ITC Investments and Merger Sub or (B) three Business Days prior to the date FortisUS is required to effect the Merger in accordance with the Merger Agreement; provided, that Investor shall not have the right to terminate this Agreement pursuant to this Section 7.1(a)(iii) if Investor is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement in each such case such that the conditions set forth in Section 3.3(a) or Section 3.3(b) would not be satisfied; (iv) by either FortisUS or Investor if any court of competent jurisdiction or other Governmental Entity having jurisdiction over the Parties shall have issued an order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Subscription and such order, decree, ruling or other action is or shall have become incapable final and nonappealable; (v) by either FortisUS or Investor on or after the tenth day following the End Date (as extended, if applicable, pursuant to the first proviso set forth in Section 9.1(c) of fulfillmentthe Merger Agreement); provided, that the right to terminate this Agreement pursuant to this Section 7.1(a)(v) shall not be available to the Party seeking to terminate if any action of such Party (or in the case of FortisUS, ITC Investments or Merger Sub, the other such Party) or the failure of such Party (or in the case of FortisUS, ITC Investments or Merger Sub, the other such Party) to perform any of its obligations, representations or warranties under this Agreement required to be performed or be true, as applicable, at or prior to the Effective Time has been the primary cause of the failure of the Effective Time to occur on or before the End Date; (vi) by either FortisUS or Investor on or after the second day after the Merger Agreement is terminated in accordance with its terms, unless a new merger agreement, with parties, terms and have not been waived conditions that are identical to the parties, terms and conditions of the Merger Agreement, is fully executed by such second day, in writing which case such new merger agreement shall be the “Merger Agreement” for all purposes hereunder; or (vii) by FortisUS in accordance with Section 6.3(f). (b) Any Party desiring to terminate this Agreement pursuant to Section 7.1(a) shall give written notice of such termination to the Partnership Partiesother Parties and, if such termination is in accordance with Section 7.1(a), this Agreement shall terminate as to all Parties immediately upon delivery of such notice.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by By the mutual written consent agreement of Sequoia and FNB with respect to the PartiesConsolidation and the Liquidation, and by the mutual agreement of Sequoia and HNB with respect to the Stock Purchase; (b) by either By Sequoia or FNB in the Partnership Partiesevent that the Closing of the Consolidation and the Liquidation have not occurred on or before April 15, on the one hand2005, or Contributing Partiessuch other date as Sequoia and FNB shall agree in writing, on unless the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred failure to so consummate by such date, provided that as time is due to a breach of such date this Agreement by the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused party seeking to close without justification hereunderterminate; (c) by either By FNB or HNB in the Partnership Partiesevent that the Closing of the Stock Purchase has not occurred on or before April 30, on the one hand2005, or such other date as FNB and HNB shall agree in writing, unless the Contributing Parties, on the other hand, in writing without prejudice failure to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or so consummate by such time is due to a breach of this Agreement, or have not failed or refused Agreement by the party seeking to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableterminate; provided, however, that in any termination of the case Stock Purchase under this Section 9.1(c) shall not terminate the obligations of clause (i) or (ii), Sequoia and FNB with respect to consummation of the defaulting Party shall have a period of ten (10) days following written notice from Consolidation and the non-defaulting Party to cure any breach of this Agreement, if such breach is curableLiquidation; (d) by either By the Partnership Parties, on Board of Directors of Sequoia upon the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree expiration of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry from the delivery of written notice by Sequoia to FNB of FNB's breach of or failure to satisfy any covenant or agreement contained in this Agreement resulting in a material impairment of the benefit reasonably expected to be derived by Sequoia from the performance or satisfaction of such Governmental Authoritycovenant or agreement (provided that such breach has not been waived by Sequoia or cured by FNB prior to the expiration of such thirty (30) day period); (e) By the Board of Directors of FNB upon the expiration of thirty (30) days from the delivery of written notice by the Contributing Parties if FNB to Sequoia of Sequoia's breach of or failure to satisfy any covenant or agreement contained in this Agreement resulting in a material impairment of the conditions set forth in Section 6.2 have become incapable benefit reasonably expected to be derived by FNB from the performance or satisfaction of fulfillment, and have such covenant or agreement (provided that such breach has not been waived in writing by FNB or cured by Sequoia prior to the Contributing Parties; orexpiration of such thirty (30) day period); (f) By the Board of Directors of HNB upon the expiration of thirty (30) days from the delivery of written notice by HNB to FNB and Sequoia of a breach of or failure to satisfy any covenant or agreement contained in this Agreement resulting in a material impairment of the benefit reasonably expected to be derived by HNB from the performance or satisfaction of such covenant or agreement (provided that such breach has not been waived by HNB or cured by Sequoia or FNB, as applicable, prior to the expiration of such thirty (30) day period); and (g) By the Board of Directors of either FNB or Sequoia upon the expiration of thirty (30) days from the delivery of written notice by FNB or Sequoia to HNB of HNB's breach of or failure to satisfy any covenant or agreement contained in this Agreement resulting in a material impairment of the benefit reasonably expected to be derived by FNB or Sequoia from the performance or satisfaction of such covenant or agreement (provided that such breach has not been waived by the Partnership Parties if relevant party or cured by HNB prior to the expiration of such thirty (30) day period). Any party desiring to terminate this Agreement pursuant to any of the conditions set forth in Section 6.1 have become incapable foregoing clauses shall give written notice of fulfillment, and have not been waived in writing by such termination to all of the Partnership Partiesother parties to this Agreement.

Events of Termination. This Agreement may be terminated terminated, and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date, as follows: (a) by mutual written consent agreement of the Partiesparties; (b) by either the Partnership Parties, on the one hand, Seller or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, Purchaser if the transactions contemplated by this Agreement have not been consummated on or before September 15, 1997, provided, however, that the right to terminate this Agreement shall not be available to a party whose failure to fulfill any obligation under this Agreement has been the cause or resulted in the failure of the Closing has not occurred by Date to occur on or before such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either Seller upon written notice to Purchaser, upon and during the Partnership Partiescontinuance of a breach of any representation, warranty, covenant or agreement on the one hand, or the Contributing Parties, on the other hand, part of Purchaser set forth in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or if any representation or warranty of Purchaser shall have become untrue, in either case such that the conditions set forth in Section 10.3 would not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed satisfied on or prior to the Closing Date, or Date (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii"Terminating Purchaser Breach"), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either Purchaser upon written notice to Seller, upon and during the Partnership Partiescontinuance of a breach of any representation, warranty, covenant or agreement on the one handpart of Seller set forth in this Agreement, or the Contributing Parties, on the other handif any representation or warranty of Seller shall have become untrue, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided either case such that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable 10.2 would not be satisfied on the Closing Date (a "Terminating Seller Breach"); and (e) by Seller, if (i) Seller receives an unsolicited written Acquisition Proposal that the Board of fulfillmentDirectors of Seller, or a committee thereof, determines in good faith that the failure to terminate this Agreement in order to accept such Acquisition Proposal would constitute a breach of the fiduciary duties of the Board of Directors of Seller (as advised by legal counsel to Seller), and have (ii) Seller accepts such Acquisition Proposal; provided that Seller shall not been waived in writing by be permitted to terminate this Agreement pursuant to this paragraph (e) unless it has provided Purchaser with written notification that includes the Contributing Parties; or (f) by the Partnership Parties if any identity of the conditions Person making such Acquisition Proposal and a description of the material terms of such Acquisition Proposal in accordance with Section 7.8 and Seller's intent to so terminate this Agreement; provided, further, that Purchaser shall receive the fees set forth in Section 6.1 have become incapable of fulfillment, and have not been waived 11.2(c) immediately prior to any termination pursuant to this paragraph (e) by wire transfer in writing by the Partnership Partiessame day funds.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateCompletion as follows: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is any one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable 3.1 to the obligation of fulfillment, and have the Investor to complete has not been waived in writing by fulfilled on or prior to the Contributing Parties; orTarget Completion Date , the Investor shall have the right to terminate this Agreement with respect to its purchase of the Series D Preferred Stock; (fb) by the Partnership Parties if any one or more of the conditions set forth in Section 6.1 have become incapable 3.2 to the obligation of fulfillment, and have the Company to complete has not been waived fulfilled on or prior to the Target Completion Date as a result of any failure by the Investor, the Company shall have the right to terminate this Agreement with respect to the Investor's purchase of Purchased Shares; (c) if the Company has breached any Company Warranty, or any other material covenant or agreement contained in this Agreement, which breach cannot be cured or, if it is capable of being cured, is not cured within 30 days after the Company has been notified in writing of the same, the Investor shall have the right to terminate this Agreement with respect to its purchase of the Purchased Shares; (d) if XD Engineering or ▇▇. ▇▇▇ has breached any Key Holder Warranty, or any other material covenant or agreement contained in this Agreement, which breach cannot be cured or, if it is capable of being cured, is not cured within 30 days after XD Engineering or ▇▇. ▇▇▇, as applicable, has been notified in writing of the same, the Investor shall have the right to terminate this Agreement with respect to its purchase of the Purchased Shares; (e) if the Investor has breached any of the Investor Warranties, or any other material covenant or agreement of the Investor contained in this Agreement, which breach cannot be cured or, if capable of being cured, is not cured within 30 days after the Investor being notified in writing of the same, the Company shall have the right to terminate this Agreement with respect to the Investor's purchase of Purchased Shares; (f) if Completion does not occur within 120 Business Days after the date of this Agreement, the Investor may, at its sole discretion, give written notice to the other Parties to terminate this Agreement; or (g) at any time on or prior to the Completion Date, by the Partnership written consent of all Parties. provided, however that any right to terminate this Agreement pursuant to this Section 11.2 shall not be available to any Party in breach of its obligation hereunder.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of all parties hereto; If a party terminates this Agreement as provided in Section 8.1 above, such termination shall be without liability and none of the Parties;provisions of this Agreement shall remain effective or enforceable, except for those contained in this Section 8.2 and ARTICLE 10. Notwithstanding and in addition to the foregoing, in the event that this Agreement is terminated pursuant to Section 8.1(c) or if any party is otherwise in breach of this Agreement, (a) such breaching party or parties shall remain liable for its or their obligations under ARTICLE 7 and/or ARTICLE 9, and (b) such termination shall not relieve such breaching party of any liability for a willful breach of any covenant or agreement under this Agreement or be deemed a waiver of any available remedy (including specific performance, if available) for any such breach. (b) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofApril 30, 2014, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which that the terminating Party party or its Affiliates may have (provided the terminating Party or party and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party party has materially breached or failed to perform in any respect any of its representations, warranties, covenants or agreements contained herein required and such breach or failure to be performed on or prior perform (i) would give rise to the Closing Datefailure of any condition specified in ARTICLE 6, or (ii) there is one cannot be cured or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of has not been cured within ten (10) days following delivery of written notice from the non-defaulting Party to cure any party of such breach of this Agreement, if such breach is curableAgreement and (iii) has not been waived by the non-defaulting party; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Partiesparties, which prohibits or restrains them from consummating the transactions contemplated hereby (hereby, provided that the Parties parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any --------------------- time prior to the Closing Date: Effective Time (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any agreement of the Parties, which prohibits (b) on or restrains them after the 180th day from consummating the transactions contemplated hereby date hereof (provided that or such later date as the Parties shall may have used their commercially reasonable efforts agreed to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (ein writing) by FACO, by written notice to the Contributing Parties Company, if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 and Section 6.2 (with the exception of Section 6.2(g) which is provided for in subsection (j) below) hereof shall not have become incapable been complied with or performed in any material respect and neither FACO nor FACOSUB shall have materially breached any of fulfillmenttheir representations, and warranties, covenants or agreements contained herein, (c) by FACO, by written notice to the Company, if the Board of Directors of the Company shall have not been waived withdrawn or modified in writing any manner adverse to FACO or FACOSUB its approval or recommendation of the Merger, (d) on or after the 180th day from the date hereof (or such later date as the Parties may have agreed to in writing) by the Partnership PartiesCompany, by written notice to FACO, if the conditions set forth in Section 6.1 and Section 6.3 hereof shall not have been complied with or performed in any material respect and the Company shall not have materially breached any of its representations, warranties, covenants or agreements contained herein, (e) by FACO or the Company by written notice to the other if the Effective Time shall not have occurred within one month after the Closing Date, (f) by FACO, by written notice to the Company, if the Company fails to call the Company Shareholders Meeting on or prior to the 35th day after the Registration Statement is declared effective by the SEC, (g) by the Company, by written notice to FACO, if a Takeover Proposal shall have occurred and the Board of Directors of the Company in connection therewith, after consultation with its legal counsel, withdraws or modifies its approval and recommendation of this Agreement and the transactions contemplated hereby after determining that to cause the Company to proceed with the transactions contemplated hereby would not be consistent with the Board of Directors' fiduciary duty to the shareholders of the Company, (h) by either FACO or the Company, by written notice to the other, if a court of competent jurisdiction or other Governmental Entity shall have issued a final, non-appealable order, decree or ruling, or taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, (i) by either FACO or the Company, by written notice to the other, if at the Company Shareholders Meeting (including any adjournment or postponement thereof), the requisite vote of the shareholders of the Company in favor of this Agreement and the Merger shall not have been obtained, (j) by FACO, by written notice to the Company, if as of the date the Registration Statement is declared effective by the SEC, (x) PriceWaterhouseCoopers LLP, as independent auditors of FACO and the Company, shall not have delivered to FACO a letter or letters, in a form reasonably acceptable to FACO, to the effect that the Merger qualifies for pooling of interests accounting treatment if consummated in accordance with this Agreement and (y) FACO shall not have waived the condition precedent to closing contained in Section 6.2(g), (k) by FACO, by written notice to the Company, if, as a condition to receiving the approval of the Merger by either the FTC or the Antitrust Division or as a condition to the expiration or termination of any waiting period under the HSR Act, either FACO or the Company shall be required to, or required to agree to, (i) divest, sell or hold separate or agree to license to such Party's competitors, before or after the Effective Time, any of FACO's, the Company's or their respective Subsidiaries' businesses, product lines, properties or assets, (ii) make any material changes or accept material restrictions in the operation of such businesses, product lines, properties or assets or (iii) make any changes or accept restrictions in their respective businesses, product lines, properties, assets or to this Agreement or the transactions contemplated hereby which would prevent FACO from accounting for the Merger as a pooling of interests under the Pooling Rules or (l) by the Company, by written notice to FACO, if Chase Securities, Inc., the Company's financial advisor, shall not have delivered to the Company an opinion in customary form and substance, dated the date of mailing of the Proxy Statement/Prospectus, confirming the opinion referred to in Section 3.28.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Partiesall parties hereto; (b) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofNovember 30, 2012, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which that the terminating Party party or its Affiliates may have (provided the terminating Party or party and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party party has materially breached or failed to perform in any respect any of its representations, warranties, covenants or agreements contained herein required and such breach or failure to be performed on or prior perform (i) would give rise to the Closing Datefailure of any condition specified in ARTICLE 6, or (ii) there is one cannot be cured or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of has not been cured within ten (10) days following delivery of written notice from the non-defaulting Party to cure any party of such breach of this Agreement, if such breach is curableAgreement and (iii) has not been waived by the non-defaulting party; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Partiesparties, which prohibits or restrains them from consummating the transactions contemplated hereby (hereby, provided that the Parties parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior terminated: 3.19.1. By either Party, to the Closing Date: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofextent permitted under applicable Law, if the Closing has other ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of its creditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it (which is not occurred by such date, provided that stayed or dismissed within sixty (60) days) or admits in writing its inability to pay its debts as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreementthey mature, or have if a receiver is appointed over a substantial part of its assets (which is not failed stayed or refused to close without justification hereunder;dismissed within sixty (60) days). (c) 3.19.2. By ANAHEIM for the non-payment by either the Partnership Parties, on the one hand, SCN of any License Fee or the Contributing Partiesfailure by SCN to allocate the required amounts of Technology Reserve Funds, on the other handCarryover Funds or Capital Investment Commitment funds in accordance with Sections 3.2.2.2, in writing without prejudice to other rights 3.2.2.3 and remedies 3.2.3, respectively, which the terminating Party non-payment or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreementnon-allocation, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, each as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have continues for a period of ten thirty (1030) days following after written notice of such default from ANAHEIM. 3.19.3. By either Party in the non-defaulting Party event of a material breach or nonperformance by the other of any provision of this Agreement within the time periods provided herein following notice and failure to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any as described hereafter. Written notice of the Parties, which prohibits or restrains them from consummating breach must be given pursuant to Section 4.1 and an opportunity to cure the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted breach within thirty (30) days after entry by will be provided. If the remedy or cure requires more than thirty (30) days, the breaching Party must have commenced and diligently initiated efforts to cure the breach and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Subject to Section 3.19.9, upon the termination of this Agreement, ANAHEIM shall pay SCN for Technology Services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement. Likewise, SCN shall pay ANAHEIM all sums, including, but not limited to, Carryover Funds, the balance of any funds in the Technology Reserve Fund, and such Governmental Authority; (e) by other funds or sums of money either allocated or that are required to be allocated to ANAHEIM under this Agreement. This Agreement shall not be terminated if such alleged breach is submitted to the Contributing Parties if any of the conditions dispute resolution procedures set forth in Section 6.2 have become incapable of fulfillment, and have not been waived 3.17. 3.19.4. By ANAHEIM in writing by the Contributing Parties; or (f) by event that SCN is unable or unwilling to provide replacement personnel reasonably acceptable to the Partnership Parties if any of Executive Director in accordance with the conditions procedures set forth in Section 6.1 have become incapable 1.7.6.1. 3.19.5. By ANAHEIM in the event that SCN fails to provide the quality of fulfillmentTechnology Services required under this Agreement on a consistent basis in accordance with the standards set forth in Section 1.10. 3.19.6. By either Party in the event that the City Council of ANAHEIM fails to appropriate sufficient money for any year during the Term and the Parties are unable to renegotiate the terms of this Agreement to coincide with the levels of appropriation provided in accordance with Section 3.1. 3.19.7. By either Party, in the event that the other Party fails to comply with its performance obligations within the extension period set forth in Section 3.20. 3.19.8. By ANAHEIM in the event that SCN fails to comply with the anti- assignment and have not been waived in writing by the Partnership Partiestransfer provisions of Section 4.2.

Events of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time on or after the date hereof and prior to the Closing DateClosing: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofPurchaser, if the Closing has shall not have occurred by August 15, 2002 (or such datelater date as shall be agreed to in writing by the Purchaser) or by the Company, provided on behalf of the Sellers, if the Closing shall not have occurred by September 15, 2002 (or such later date as shall be agreed to in writing by the Company); PROVIDED that as if the Closing shall not have occurred because any required waiting period under the HSR Act (including any extensions thereof obtained by request or other action of any Government Authority) applicable to the transactions contemplated hereby shall have not expired or been terminated then the parties agree to extend the date by which Closing must have occurred to a date after such required waiting period shall have expired or been terminated; PROVIDED, that the right to terminate this Agreement under this Section 11.2(b) shall not be available to the Party seeking to terminate this Agreement if the failure to close under this Agreement on or before such date the terminating Party or its Affiliates are not otherwise in material default or is a result of a willful breach under of this Agreement, or have not failed or refused to close without justification hereunderAgreement by such Party; (c) by either the Partnership PartiesCompany, on behalf of the one handSellers, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or if there has been a breach of this Agreement, any covenant or have not failed a breach of any representation or refused to close without justification hereunderwarranty of the Purchaser (other than the representations and warranties contained in Section 7.6), if (i) which breach would cause the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches failure of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableany condition set forth in Article X; provided, howeverPROVIDED, that in the case of clause (i) or (ii), the defaulting Party shall have a period of any such breach has not been cured within ten (10) days Business Days following receipt by the Purchaser of written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curablebreach; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liabilityPurchaser, if there shall be any non-appealable order, writ, injunction or decree has been a breach of any Governmental Authority binding on covenant or a breach of any representation or warranty of any Seller, which breach would cause the failure of any condition set forth in Article IX; PROVIDED, that any such breach has not been cured within ten (10) Business Days following receipt by such Seller of written notice of such breach; and PROVIDED, FURTHER, that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 11.2(d) if (x) the Purchaser or any of its Affiliates causes the failure of any such condition or (y) in connection with an alleged breach of Section 6.11, 6.12 or 6.13, the Sellers can prove that there was an event, fact or circumstance that was Known to the Purchaser as of the date hereof that constituted, or would reasonably be expected to result in, a breach of any of the Partiesrepresentations and warranties of the Sellers contained in Section 6.11, which prohibits 6.12 or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority6.13; (e) by the Contributing Parties Purchaser or the Company, on behalf of the Sellers, if there shall be any Law of any Governmental Authority that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if any judgment, injunction or decree of the conditions set forth in Section 6.2 any competent authority prohibiting such transactions is entered and such judgment, injunction or decree shall have become incapable of fulfillmentfinal and non-appealable, and PROVIDED, HOWEVER, that neither the Purchaser nor the Company may terminate this Agreement pursuant to this Section 11.2(e) unless the party seeking to so terminate this Agreement has used commercially reasonable efforts to oppose any such Governmental Authority judgment, injunction or decree or to have not been waived in writing such Governmental judgment, injunction order or decree vacated or made inapplicable to the transactions contemplated by the Contributing Parties; orthis Agreement; (f) by the Partnership Parties Purchaser, if any the Approval Order has not been entered in form and substance reasonably satisfactory to Purchaser on or prior to July 9, 2002, or such other date agreed to by Purchaser in writing; or (g) by the Purchaser, if the Chapter 11 cases are converted to cases under Chapter 7 of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership PartiesBankruptcy Code.

Events of Termination. This 3.3.1 The Agreement may be terminated at any time prior to upon default payment for 30 days from the Closing Date:due date of payment by LTM. (a) by mutual written consent upon the expiration of the PartiesTerm of the Agreement; (b) the insolvency of either party, the voluntary filing by or, if not dismissed within sixty (60) days, the filing against either party of a petition in bankruptcy or a petition for reorganization, any assignment by either party for the Partnership Partiesbenefit of creditors, on the one hand, appointment of a receiver or Contributing Parties, on a trustee for either party; or placing either party's assets in the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as hands of such date the terminating Party a trustee or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunderreceiver; (c) by the permanent discontinuance of all of either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure party's business for any breach of this Agreement, if such breach is curablereason; (d) by either PMI at any time by giving a six (6) months’ notice in writing to LTM prior to the Partnership Partiesexpiration of the Term or any renewal term, on in the one handevent the LTM fails to timely and fully comply with any of the other material provisions of the Agreement and/or upon the happening of any event material to the Agreement, including but without limitation to the following occurrences:- (i) any false statement, representation or claims that LTM makes to PMI; (ii) any change in the controlling of ownership in respect of LTM which in the PMI’s opinion may affect the ability of LTM to operate pursuant to the Agreement; or (iii) any default in any indebtedness by LTM to PMI. 3.3.2 The Agreement shall be terminated without any notice whatsoever in any of the following events, each of which the parties hereby agrees would be a material breach of the EMD Agreement:- (a) LTM’s delay in ensuring a timely payment of the royalties due to PMI pursuant to Clause 10 of the Agreement; (b) any assignment by the LTM for the benefit of any creditors; (c) any attempted assignment of the Agreement by LTM without PMI’s written consent; (d) the admitted insolvency of LTM, or the Contributing Partiesinstitution of voluntary or involuntary proceedings of bankruptcy or winding up, on the other handor corporate reorganization, in writingor for receivership, without liability, if there shall be any non-appealable order, writ, injunction or decree for dissolution of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental AuthorityLTM; (e) any solicitation or active seeking of Product sales, whether directly or indirectly known by the Contributing Parties if any of LTM to be outside the conditions set forth in Section 6.2 have become incapable of fulfillmentTerritory, and have not been waived in writing except as otherwise authorized by the Contributing PartiesPMI in writing; or (f) by any participation in the Partnership Parties if any manufacture, sale or distribution of the conditions set forth Product utilising PMI’s formula but distributed in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesany other name or form.

Events of Termination. This The Agreement Term may be terminated at terminated, without limiting any time prior party’s rights to the Closing Dateother remedies (except as set forth in Section 4.10), as follows: (a) Upon ten days’ written notice by mutual either party (the “Terminating Party”) to the other party (the “Breaching Party”): (i) if the Breaching Party has not performed or has materially breached its obligations hereunder and if such nonperformance or breach is incapable of cure; or (ii) if the Breaching Party shall make an assignment for the benefit of its creditors; or (iii) if the Breaching Party sells or otherwise transfers, singly or in the aggregate, 25% or more of its ownership or assets without the prior written consent of the Parties;Terminating Party; or (iv) in accordance with Section 11.1 (Force Majeure). The Breaching Party immediately shall notify the Terminating Party in writing of the occurrence of any event of the type described in clauses (a)(ii)and (iii). (b) Immediately and automatically if any proceeding in bankruptcy, reorganization or arrangement for the appointment of a receiver or a trustee to take possession of any party’s assets or any similar proceeding under the law for relief of creditors shall be instituted by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by against such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder;party. (c) by either By the Partnership Parties, on Terminating Party upon the one hand, expiration of 30 days (or such additional period as the Contributing Parties, on Terminating Party may authorize) after the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach Breaching Party’s receipt of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the of its material breach or non-defaulting Party to cure any breach performance of this Agreement, its obligations hereunder and if such breach or non-performance is curable;capable of cure and has not been cured within such 30-day (or additionally authorized) period. (d) by either By OAI upon 30 days’ prior written notice to the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any Company of the Parties, which prohibits rejection of a Product Change or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority;corrective action in accordance with Section 3.4. (e) by By the Contributing Parties if any Company upon 30 days’ prior written notice to OAI of OAI’s failure to meet the conditions 90% Amount in accordance with Section 4.1. However, OAI shall have the right, at is option, to remit to the Company the portion of such Agreement Term year’s shortfall below the 90% Amount attributable to the Company’s documented gross profit (i.e., Product pricing set forth in Section 6.2 have become incapable 5.6(a) less cost of fulfillment, goods sold) during such 30 day notice period and have not been waived in writing by thus cure and revive the Contributing Parties; orAgreement Term. (f) by By the Partnership Parties if any of the conditions set forth Company, upon six (6) months’ prior written notice, in accordance with Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties2.3.

Events of Termination. This (a) Upon the occurrence of any of the following events (each, an "Event of Termination"), this Agreement may will be terminated at any time prior to the Closing Dateautomatically terminated: (ai) the filing by mutual or against a Party of a petition in bankruptcy or insolvency or for the appointment of a receiver or trustee of all or a substantial portion of its property (which petition shall not within ninety (90) days thereafter have been discharged), an <PAGE> 19 assignment by such Party for the benefit of creditors or petition by such Party or voluntary entry into an arrangement with or for the benefit of creditors, at the election of the Party who has not filed any such petition referenced in this subsection (a)(i); (ii) the written consent of the PartiesParties to terminate this Agreement; (biii) the willful failure by either Party to comply with any of the Partnership Partiesconditions precedent to the ISP Project or the Portal Project, on as the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereundercase may be; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (iiv) the other Party has materially failed failure of the Parties to perform its covenants or agreements contained herein required execute and deliver the Project Agreements and to be performed on or prior otherwise complete all conditions precedent to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches closing of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted hereunder within thirty (30) days after entry by from the date hereof, except where such failure is the direct result of a Party's failure to obtain any such Governmental Authority; third party consents (e) governmental or otherwise), in which case the time period herein shall be extended by the Contributing Parties if any amount of the conditions set forth time necessary to procure such third party consents, but in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Partiesno case more than an additional thirty (30) days; or (fv) any event which under applicable law would cause this Agreement to be invalid or which would deem the Parties' relationship to be a partnership for U.S. tax purposes. (b) Upon the occurrence of any material breach of this Agreement or of any representation or warranty made herein by the Partnership Parties if a Party, or any material breach of any of the conditions set forth Project Agreements, this Agreement and those Project Agreements may be terminated upon the election of the non-breaching Party unless (i) such breach shall have been cured within a period of thirty (30) days (or any different period specified in Section 6.1 have become incapable any such Project Agreement) after delivery of fulfillmenta notice thereof, and have or (ii) if a cure is not reasonably practicable within such thirty-day period (or other specified period), there has been waived in writing by the Partnership Partiesa good faith commencement of efforts to cure such breach, which efforts are continued thereof with due diligence, within such thirty-day period (or other specified period).

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesBuyers and the Seller; (b) by either the Partnership Parties, on Buyers or the one hand, or Contributing Parties, on the other hand, Seller in writing after the sixtieth (60th) day following the date hereof, if the Closing has shall not have occurred by on or before sixty (60) days after the date specified for such dateClosing in Section 2.1, provided that as of such date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder;; or (c) by either the Partnership Parties, on the one hand, Buyers or the Contributing Parties, on the other hand, Seller in writing without prejudice to other rights and remedies which the terminating Party party or its Affiliates affiliates may have (provided the terminating Party or party and its Affiliates affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other party or its affiliates shall (i) the other Party has materially failed fail to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one materially breach or more inaccuracies, violations or breaches have breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause (i) or (ii), the defaulting Party party shall have a period of ten (10) days following written notice from the non-defaulting Party nondefaulting party to cure any breach of this Agreement, if such breach is curable;; or (d) by either the Partnership Parties, on the one hand, Buyers or the Contributing Parties, on the other hand, Seller in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the PartiesBuyers or the Seller, which prohibits or restrains them any Buyer or the Seller from consummating the transactions contemplated hereby (hereby, provided that the Parties Buyers and the Seller shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) 30 days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement and the transactions contemplated hereby may be terminated or abandoned at any time prior to the Closing DateDate as follows: (a) by mutual upon the written consent agreement of the Parties; (b) by either the Partnership PartiesSellers, on the one hand, or Contributing Partiesand the Purchaser, on the other hand; (b) at the election of the Purchaser, if (i) the Sellers have breached any representation or warranty contained in this Agreement such that the condition to the Closing set forth in Section 7.1 would not be satisfied or (ii) the Sellers have breached any covenant or agreement contained in this Agreement such that the condition to the Closing set forth in Section 7.2 would not be satisfied, which breach is, in writing after the sixtieth (60th) day following either case, not cured by the date hereof, if the Closing has not occurred by such date, provided that as is thirty (30) days after written notice of such date breach is given by the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused Purchaser to close without justification hereunderthe Sellers; (c) at the election of the Sellers, if (i) the Purchaser has breached any representation or warranty contained in this Agreement such that the condition to the Closing set forth in Section 8.1 would not be satisfied or (ii) the Purchaser has breached any covenant or agreement contained in this Agreement such that the condition to the Closing set forth in Section 8.2 would not be satisfied, which breach is, in either case, not cured by the date that is thirty (30) days after written notice of such breach is given by the Sellers to the Purchaser; (d) upon written notice by either the Partnership PartiesSellers, on the one hand, or the Contributing PartiesPurchaser, on the other hand, in writing without prejudice if the Closing Date shall not have occurred before February 22, 2007 (which date may be extended with the prior written consent of all the parties hereto, such consent not to other rights and remedies which the terminating Party be unreasonably withheld or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreementdelayed for extensions up to March 24, or have not failed or refused to close without justification hereunder2007), if for any reason other than (i) the other Party has materially failed failure of the party seeking to terminate this Agreement to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, obligations hereunder or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of a representation or warranty by the party seeking to terminate this Agreement, if such breach is curable; (d) by which, in either the Partnership Partiescase, on the one hand, or the Contributing Parties, on which would give the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of party the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts right to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authorityterminate this Agreement; (e) by at the Contributing Parties if any election of the conditions set forth Sellers if the Sellers have received notice from the Office of the Director of the Bureau of Competition that it will not recommend approval of this Agreement or the Purchaser as the buyer of the Bulk Gas Business, the Companies or the Purchased Equity Interests to the commissioners of the FTC or from the commissioners of the FTC that they will not approve this Agreement or the Purchaser as the buyer of the Bulk Gas Business, the Companies or the Purchased Equity Interests, in Section 6.2 have become incapable of fulfillmenteither case, and have not been waived in writing by without material change to this Agreement or the Contributing Partiestransactions contemplated hereby; or (f) by at the Partnership Parties if any election of the conditions set forth in Sellers, as contemplated by Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties6.6(c).

Events of Termination. This Either of the Parties may terminate this --------------------- Agreement as provided below: (a) Snake River and Amalgamated may be terminated terminate this Agreement by mutual written consent at any time prior to the Closing; (b) Snake River may terminate this Agreement by giving written notice to Amalgamated at any time prior to the Closing Date: in the event (ai) by mutual written consent Amalgamated has within the then previous 10 Business days given Snake River any notice pursuant to Section 5.6 above and (ii) the development that is the subject of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, notice has resulted in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereundera Material Adverse Change; (c) Snake River may terminate this Agreement by either giving written notice to Amalgamated at any time prior to the Partnership PartiesClosing (i) in the event Amalgamated has breached any material representation, on the one handwarranty, or covenant contained in this Agreement in any material respect, Snake River has notified Amalgamated of the Contributing Partiesbreach, and the breach has continued without cure for a period of 30 days after the notice of breach or (ii) if the Closing shall not have occurred on or before the other handDrop Date (as defined below) by reason of the failure of any condition precedent under Section 6.1 hereof (unless the failure results primarily from Snake River itself breaching any representation, warranty, or covenant contained in writing this Agreement); and (d) Amalgamated may terminate this Agreement by giving written notice to Snake River at any time prior to the Closing, (i) in the event Snake River has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Amalgamated has notified Snake River of the breach, and the breach has continued without prejudice cure for a period of 30 days after the notice of breach or (ii) at any time prior to other rights and remedies which Closing, if the terminating Party Closing shall not have occurred on or its Affiliates may have before the Drop Date by reason of the failure of any condition precedent under Section 6.2 hereof (provided unless the terminating Party failure results primarily from Amalgamated breaching any representation, warranty, or its Affiliates are not otherwise covenant contained in material default or breach this Agreement). For purposes of this Agreement, or have not failed or refused to close without justification hereunder)the `Drop Date'' shall mean January , if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date1997, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; -- provided, however, that in if the case of clause (i) parties have not received any consent required by federal or (ii)state law on or prior to , 199 , then the defaulting Party Drop Date shall have --------- -- - be automatically extended to a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) date two business days after entry by any receipt of such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth consent, but in Section 6.2 have become incapable of fulfillmentno event later than January , and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.1997. --

Events of Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (a) by mutual written consent By either party, to the extent permitted under applicable law, if the other ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of the Partiescreditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it and such petition is not dismissed within sixty (60) days of filing, or admits in writing its inability to pay its debts as they mature, or if a receiver is appointed over a substantial part of its assets; (b) by either the Partnership Parties, on the one hand, By SCT (TMD) for Client's failure to pay any invoiced Exhibit D amount or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach fees/charges under this Agreement, or have not failed or refused to close without justification hereunder; (c) Agreement by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry the payment due date [provided that upon SCT (TMD)'s failure to so receive payment by the end of such thirty (30) day period, SCT (TMD) must first provide Client with a notice that SCT (TMD) has not received such payment, and upon SCT (TMD)'s receipt of such past due payment prior to the expiration of fifteen (15) days after Client's receipt of such notice, such payment default will be deemed cured), it being understood by SCT (TMD) that Client may elect to make payment to SCT (TMD) with an express reservation of rights to assure continued performance by SCT (TMD) under this Agreement pending resolution of any such Governmental Authoritydisputes; (ec) By either party by reason of any other material breach of this Agreement by the Contributing Parties if any of the conditions set forth other party which breach has not resulted in Section 6.2 have become incapable of fulfillment, and have a reasonably acceptable plan for remedy or cure or which breach has not been waived in writing remedied or cured after at least (90) days written notice delivered by the Contributing Parties; or (f) by aggrieved party to the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesother party.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofJanuary 1, 2011, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party party or its Affiliates may have (provided the terminating Party or party and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party party contained herein and such inaccuracies, violations and breaches would constitute constitute, as applicable, a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party party shall have a period of ten (10) days following written notice from the non-defaulting Party party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (hereby, provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.;

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written consent agreement of the PartiesSeller and the Purchaser; (b) by either any Party by written notice to the Partnership Parties, other Party if the Parties have not agreed on the one hand, or Contributing Parties, on definitive form and wording of the other hand, in writing Closing Documents and of the Schedules hereto within 60 days after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either Seller by written notice to the Partnership PartiesPurchaser within 60 days after Seller’s receipt of a Phase II environmental report on the environmental situation of KOP, if Seller receives within that 60-day period a written report from a qualified environmental expert opining, on the one handbasis of such Phase II environmental report, or that the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach liability of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior Seller with respect to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches environmental situation of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curableKOP will exceed $ 2,000,000; (d) by either (i) the Partnership PartiesPurchaser by written notice to the Seller, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 Article IX shall not have become incapable of fulfillmentbeen satisfied, and have not been waived in writing or (ii) the Seller by written notice to the Contributing Parties; or (f) by the Partnership Parties Purchaser, if any of the conditions set forth in Section 6.1 Article X shall not have become incapable of fulfillmentbeen satisfied, and and, in either case, such non-satisfaction shall not have not been waived in writing or cured (or by its nature cannot be cured) on or before November 30, 2002, unless extended by written agreement of the Partnership Parties; provided, however, if such non-satisfaction can be cured or eliminated, this Agreement shall not be terminated pursuant to this Section 16.01(d) unless and until (A) the Party who is entitled to give notice of termination pursuant to this Section 16.01(d) has given the other Party written notice of such non-satisfaction, specifying the nature of same and the action required to cure such non-satisfaction; and (B) the Party receiving such notice shall not have cured such non-satisfaction within 30 days after such notice is given; or (e) by either the Purchaser or the Seller by written notice to the other Party if the Closing shall not have been consummated within six months after the date hereof, unless extended by written agreement of the Parties hereto.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Partiesparties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing after December 31, 2010, if the Closing has not occurred by such date, provided that as of such date the terminating party is not in default under this Agreement; (c) by the Partnership Parties, on the one hand, or the Contributing Party, on the other hand, in writing without prejudice to other rights and remedies which that the terminating Party party or its Affiliates may have (provided the terminating Party or party and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party party has materially breached or failed to perform in any respect any of its representations, warranties, covenants or agreements contained herein required and such breach or failure to be performed on or prior perform (i) would give rise to the Closing Datefailure of a condition specified in Article 6, or (ii) there is one cannot be cured or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of has not been cured within ten (10) days following delivery of written notice from the non-defaulting Party to cure any party of such breach of this Agreement, if such breach is curableAgreement and (iii) has not been waived by the non-defaulting party; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Partiesparties, which prohibits or restrains them from consummating the transactions contemplated hereby (hereby, provided that the Parties parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.;

Events of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by mutual written consent of the PartiesCompany, on behalf of the Seller, and the Purchaser; (b) by either the Partnership PartiesCompany, on behalf of the one handSeller, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofPurchaser, if the Closing has Date shall not have occurred within seventy-five (75) days after the date of this Agreement; provided that the right to terminate this Agreement under this Section 11.2(b) shall not be available to such Party whose failure (including for purposes of this Section 11.2(b), any failure by any Affiliate of such Party) to fulfill any obligation under this Agreement shall be the cause of the failure of the Closing Date to occur on or before such date; and provided, provided further, that as of such date shall be extended as deemed necessary by the terminating Party Purchaser to obtain regulatory filings, approvals and notices with federal and state utility commissions to a date not more than 120 days after the date of this Agreement (or its Affiliates are not otherwise in material default or breach under this Agreementsuch later date as the Purchaser and the Company, or have not failed or refused to close without justification hereunderon behalf of the Seller, may agree upon); (c) by either the Partnership PartiesCompany, on behalf of the one handSeller, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in if there has been a material default or breach of this Agreement, any covenant or have not failed a material breach of any representation or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches warranty of the representations Purchaser; provided that any such breach of a covenant or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect representation or a Partnership Material Adverse Effectwarranty, as applicable; provided, however, that in the case of clause (i) or (ii)may be, the defaulting Party shall have a period of has not been cured within ten (10) days Business Days following receipt by the Purchaser of written notice from the non-defaulting Party to cure any breach Company of this Agreement, if such breach is curablebreach; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liabilityPurchaser, if there shall be any non-appealable order, writ, injunction or decree has been a material breach of any Governmental Authority binding on covenant or a material breach of any representation or warranty of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (Seller; provided that the Parties shall have used their commercially reasonable efforts to have any such orderbreach of a covenant or representation or warranty, writas the case may be, injunction or decree liftedhas not been cured within ten (10) and Business Days following receipt by the same shall not have been lifted within thirty (30) days after entry by any Seller of written notice from the Purchaser of such Governmental Authoritybreach; (e) by the Contributing Company, on behalf of the Seller, or the Purchaser if there shall be any Law binding upon the Parties that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if any judgment, injunction, order or decree of the conditions set forth in Section 6.2 any competent authority prohibiting such transactions is entered and such judgment, injunction, order or decree shall have become incapable of fulfillment, final and have not been waived in writing by the Contributing Parties; ornon-appealable; (f) by the Partnership Parties if any Company, on behalf of the conditions set forth Seller, or the Purchaser, subject to the payment of the Break-up Fee and Expense Reimbursement in accordance with the provisions of Section 6.1 have become incapable 12.1(b), if a Competing Transaction is approved by the Bankruptcy Court, whether or not in accordance with the sale procedures annexed hereto as Exhibit E, as the same may be modified by order of fulfillmentthe Bankruptcy Court (collectively, the "SALE PROCEDURES"); (g) by the Purchaser, if the Sale Procedures Order has not been executed or entered by the Bankruptcy Court within twenty (20) days after the execution of this Agreement; or (h) by the Purchaser, if the Section 363/365 Order has not been executed or entered by the Bankruptcy Court within sixty-five (65) days after the execution of this Agreement; or (i) by the Company, on behalf of the Seller, if the Section 363/365 Order has not been executed or entered by the Bankruptcy Court within sixty-five (65) days after the execution of this Agreement; provided that the right of the Company to terminate this Agreement under this Section 11.2(i) shall not be available to the Company if there has been a breach of any covenant or a breach of any representation or warranty of the Seller and all such breaches have not been waived in writing cured within ten (10) Business Days following receipt by the Partnership PartiesCompany of written notice from the Purchaser of such breach.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofSeptember 30, 2011, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party party or its Affiliates may have (provided the terminating Party or party and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party party contained herein and such inaccuracies, violations and breaches would constitute constitute, as applicable, a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party party shall have a period of ten (10) days following written notice from the non-defaulting Party party to cure any breach of this Agreement, if such breach is curable;; Table of Contents (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (hereby, provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.;

Events of Termination. This Agreement may shall be terminated at terminable and, if so terminated, shall be of no further force or effect between the parties hereto, except (i) as to any time liability for breach of any duty, representation, warranty, covenant or obligation arising prior to the Closing Datedate of termination, or (ii) as to any post-termination obligations under Article XV or Sections 7.1, 8.2, and 8.5, upon the occurrence of any of the following events: (a) by By mutual written consent of the PartiesHome Savings and IBC; (b) by either the Partnership PartiesBy Home Savings, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and Article X or in Article XI have not been waived in writing satisfied by the Contributing Parties; orNovember 30, 1996; (fc) by the Partnership Parties By IBC, if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and Article IX or in Article XI have not been waived satisfied by November 30, 1996; (d) By either party pursuant to Section 5.7(b) hereof; (e) By either party, if the other party has failed to disclose in writing pursuant to Section 3.12 or Section 4.7, as the case may be, facts known to it that could have an adverse effect on its ability to obtain all requisite regulatory consents or to perform its obligations under this Agreement; (f) By either party if a representation or warranty of the other party is or becomes false or inaccurate or if the other party fails to comply with a covenant in a timely manner, provided that such breach is material to the value or condition of the Branches or the Deposits or such breach has a material impact on the other party's ability to consummate the transactions contemplated hereby; (g) By either party, if the OTS, the State Banking Authority, the FDIC, or any other governmental agency having jurisdiction over the transactions contemplated by this Agreement notifies Home Savings or IBC in writing of its final determination that it will refuse to grant an approval or consent to any material element of the Partnership Partiestransaction necessary to the consummation thereof; or (h) By IBC if the updated SCHEDULE 3.6 provided pursuant to Section 12.3(a) reflects that the deposits domiciled at the Branches in the aggregate (as of the date of such updated SCHEDULE 3.6) have decreased by thirty percent (30%) or more of the total amount of deposits domiciled at the Branches as reflected on Execution Date Schedule 3.6.

Events of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by mutual written consent of the PartiesCompany, on behalf of the Seller, and the Purchaser; (b) by either the Partnership PartiesCompany, on behalf of the one handSeller, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofPurchaser, if the Closing has Date shall not have occurred within one hundred seven (107) days after the date of the Original Agreement ; provided that the right to terminate this Agreement under this Section 11.2(b) shall not be available to such Party whose failure (including for purposes of this Section 11.2(b), any failure by any Affiliate of such Party) to fulfill any obligation under this Agreement shall be the cause of the failure of the Closing Date to occur on or before such date; and provided, provided further, that as of such date shall be extended as deemed necessary by the terminating Party Purchaser to obtain regulatory filings, approvals and notices with federal and state utility commissions to a date not more than 120 days after the date of the Original Agreement (or its Affiliates are not otherwise in material default or breach under this Agreementsuch later date as the Purchaser and the Company, or have not failed or refused to close without justification hereunderon behalf of the Seller, may agree upon); (c) by either the Partnership PartiesCompany, on behalf of the one handSeller, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in if there has been a material default or breach of this Agreement, any covenant or have not failed a material breach of any representation or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches warranty of the representations Purchaser; provided that any such breach of a covenant or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect representation or a Partnership Material Adverse Effectwarranty, as applicable; provided, however, that in the case of clause (i) or (ii)may be, the defaulting Party shall have a period of has not been cured within ten (10) days Business Days following receipt by the Purchaser of written notice from the non-defaulting Party to cure any breach Company of this Agreement, if such breach is curablebreach; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liabilityPurchaser, if there shall be any non-appealable order, writ, injunction or decree has been a material breach of any Governmental Authority binding on covenant or a material breach of any representation or warranty of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (Seller; provided that the Parties shall have used their commercially reasonable efforts to have any such orderbreach of a covenant or representation or warranty, writas the case may be, injunction or decree liftedhas not been cured within ten (10) and Business Days following receipt by the same shall not have been lifted within thirty (30) days after entry by any Seller of written notice from the Purchaser of such Governmental Authoritybreach; (e) by the Contributing Company, on behalf of the Seller, or the Purchaser if there shall be any Law binding upon the Parties that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if any judgment, injunction, order or decree of the conditions set forth in Section 6.2 any competent authority prohibiting such transactions is entered and such judgment, injunction, order or decree shall have become incapable of fulfillment, final and have not been waived in writing by the Contributing Parties; ornon-appealable; (f) by the Partnership Parties if any Company, on behalf of the conditions set forth Seller, or the Purchaser, subject to the payment of the Break-up Fee and Expense Reimbursement in accordance with the provisions of Section 6.1 have become incapable 12.1(b), if a Competing Transaction is approved by the Bankruptcy Court, whether or not in accordance with the sale procedures included in the Sale Procedures Order annexed hereto as Exhibit D, as such sale procedures may be modified by order of fulfillmentthe Bankruptcy Court (collectively, the "Sale Procedures"); (g) [Intentionally Left Blank]; or (h) by the Purchaser, if the Section 363/365 Order has not been executed or entered by the Bankruptcy Court by January 20, 2003; or (i) by the Company, on behalf of the Seller, if the Section 363/365 Order has not been executed or entered by the Bankruptcy Court by January 20, 2003; provided that the right of the Company to terminate this Agreement under this Section 11.2(i) shall not be available to the Company if there has been a breach of any covenant or a breach of any representation or warranty of the Seller and all such breaches have not been waived in writing cured within ten (10) Business Days following receipt by the Partnership PartiesCompany of written notice from the Purchaser of such breach.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: Closing: (a) by the mutual written consent agreement of the Parties; Seller and Buyer; (b) by either Seller or Buyer in the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the event that Closing has not occurred by such dateMarch 31, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement2004, or have not failed or refused such other date as Seller and Buyer shall agree in writing, unless the failure to close without justification hereunder; so consummate by such time is due to a breach of this Agreement by the party seeking to terminate; (c) by either Seller or Buyer if consummation of the Partnership Partiestransactions contemplated hereby would violate any nonappealable final order, on decree or judgment of any court or governmental body having competent jurisdiction; (d) by Seller or Buyer in the one hand, or the Contributing Parties, on event of a material breach by the other handof any representation, in writing without prejudice to other rights and remedies which the terminating Party warranty or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements agreement contained herein required to which is not cured or cannot be performed cured within thirty (30) days following the date on or prior which written notice of such breach has been delivered to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicablebreaching party; provided, however, that termination pursuant to this Section 10.1(d) shall not relieve the breaching party of liability for such breach or otherwise; or (e) by Seller in the case of clause event that: (i) or (ii), at the defaulting Party shall have a period expiration of ten (10) days following written notice from the non-defaulting Party date hereof, Buyer has failed to cure file substantially complete applications requesting approval of the transactions contemplated by this Agreement with all applicable regulatory agencies ("Buyer's Regulatory Agencies"); or (ii) at the expiration of sixty (60) days following the date hereof, any breach of Buyer's Regulatory Agencies has failed to accept Buyer's application pending before such agency as informationally complete; or (iii) at the expiration of one hundred twenty (120) days following the date hereof, any of Buyer's Regulatory Agencies has failed to issue formal approval of Buyer's application; or (iv) any of Buyer's applications are disapproved by any of Buyer's Regulatory Agencies. Any party desiring to terminate this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on Agreement pursuant to any of the Parties, which prohibits or restrains them from consummating foregoing clauses shall give notice of such termination to the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth other party in accordance with Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties13.1.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesKM Parties and Parent; (b) by either the Partnership Parties, on the one hand, KM Parties or Contributing Parties, on the other handParent, in writing delivered to the other Party after September 30, 2011 (the sixtieth (60th) day following the date hereof“Termination Date”), if the Closing has not occurred by such date, provided that as of such date the terminating Party or is not in default in any material respect of its Affiliates are not otherwise in material default or breach covenants and obligations under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, KM Parties or the Contributing Parties, on the other handParent, in writing delivered to the other Party, without prejudice to other rights and remedies which that the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or and have not failed or refused to close without justification hereunder), if with respect to the other Party (i) the there shall be a breach of any representation or warranty of such other Party has materially failed to perform its covenants that would cause a failure of the condition set forth in Section 7.1(a) or agreements contained herein required to be performed on or prior to the Closing Date7.2(a), as applicable, or (ii) there is one shall be a breach by such other Party of any of its covenants or more inaccuracies, violations or breaches agreements that would cause a failure of the representations condition set forth in Section 7.1(a) or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse EffectSection 7.2(a), as applicable; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten thirty (1030) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership PartiesKM Parties or Parent, on the one hand, or the Contributing Parties, on in writing delivered to the other hand, in writingParty, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Partiesnon-terminating Party, which prohibits or restrains them such party from consummating the transactions contemplated hereby (hereby, provided that the Parties shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties KM Parties, in writing delivered to Parent, if any of the conditions set forth in Section 6.2 7.1 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Contributing KM Parties; or (f) by Parent, in writing delivered to the Partnership Parties KM Parties, if any of the conditions set forth in Section 6.1 7.2 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Partnership PartiesParent.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written consent of the Partiesparties; (b) by either the Partnership PartiesBuyer, on the one hand, or Contributing Partiesthe Seller, on the other hand, in writing after the sixtieth (60th) day following the date hereofOctober 31, 2011, if the Closing has not occurred by such date, provided that as of such date no breach by the terminating Party or its Affiliates are not otherwise in material default or breach party under this Agreement, or have not failed or refused to close without justification hereunderAgreement has prevented the consummation of the Closing; (c) by either the Partnership PartiesBuyer, on the one hand, or the Contributing PartiesSeller, on the other hand, in writing without prejudice to other rights and remedies which that the terminating Party party or its Affiliates may have (provided the terminating Party or party and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party party has materially breached or failed to perform in any respect any of its representations, warranties, covenants or agreements contained herein required and such breach or failure to be performed on or prior perform (i) would give rise to the Closing Datefailure of a condition to such terminating party’s obligation to close specified in Article V, or (ii) there is one cannot be cured or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of has not been cured within ten (10) days following delivery of written notice from the non-defaulting Party to cure any party of such breach of this Agreement, if such breach is curableAgreement and (iii) has not been waived by the non-defaulting party; (d) by either the Partnership PartiesBuyer, on the one hand, or the Contributing PartiesSeller, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Partiesparties, which prohibits or restrains them from consummating the transactions contemplated hereby (hereby, provided that the Parties parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties Seller if any of the conditions set forth in Section 6.2 5.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; orSeller; (f) by the Partnership Parties Buyer if any of the conditions set forth in Section 6.1 5.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership PartiesBuyer; or (g) by Buyer as provided in Section 4.7.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Dateas follows: (a) by By mutual written consent agreement of the PartiesStockholders’ Representative and Purchaser; (b) By either Stockholders’ Representative or Purchaser, by either giving written notice to the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofother, if the Closing has not occurred on or before April 30, 2013 (or such later date if extended by such datethe mutual written agreement of Stockholders’ Representative and Purchaser), provided that as of such date unless (i) if Stockholders’ Representative is the terminating Party party, the breach of any representation, warranty, covenant or its Affiliates are not otherwise in material default agreement by the Company or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one handany Stockholder, or the Contributing Partiesfailure by the Company or any Stockholder to satisfy any of its conditions to Closing, on is the other handcause of, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreementresulted in, or have not failed or refused materially contributed to, the failure of the Closing to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed occur on or prior to the Closing Datebefore such date, or (ii) there if Purchaser is one the terminating party, the breach of any representation, warranty, covenant or more inaccuraciesagreement by Purchaser, violations or breaches the failure by Purchaser to satisfy any of its conditions to Closing, is the cause of, resulted in, or materially contributed to, the failure of the representations Closing to occur on or warranties before such date; or (c) By Purchaser, by giving written notice to Stockholders’ Representative, if there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement contained in this Agreement on the part of the other Party contained herein and Company or any Stockholder, which breach, inaccuracy or failure has not been cured the Company or the Stockholder within 30 days of notice of such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curablebreach; (d) By Stockholders’ Representative, by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liabilitygiving written notice to Purchaser, if there shall be has been a material breach, inaccuracy in or failure to perform any non-appealable orderrepresentation, writwarranty, injunction covenant or decree agreement contained in this Agreement on the part of any Governmental Authority binding on any of the PartiesPurchaser, which prohibits breach, inaccuracy or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any failure has not been cured by Purchaser within 30 days of notice of such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authoritybreach; (e) By either Stockholders’ Representative or Purchaser, by giving written notice to the Contributing Parties other, if any court, arbitrator or Governmental Authority of competent jurisdiction shall have issued an Order or taken other action restraining, enjoining or otherwise prohibiting the conditions set forth in transactions contemplated hereby, provided that the right to terminate this Agreement under this Section 6.2 have become incapable 11.1(e) shall not be available to a party if such Order was primarily due to the failure of fulfillment, and have not been waived in writing by the Contributing Parties; orsuch part to perform any of its obligations or covenants hereunder. (f) By Purchaser, by the Partnership Parties giving written notice to Stockholders’ Representative, if any event, occurrence, fact, condition, change or development shall have occurred that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (g) By Stockholders’ Representative, by giving written notice to Purchaser, if any event, occurrence, fact, condition, change or development shall have occurred that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the assets, properties, business, affairs, condition (financial or otherwise), results of the conditions set forth in Section 6.1 have become incapable operations or prospects of fulfillment, and have not been waived in writing by the Partnership PartiesPurchaser.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, WFSG or Contributing Parties, on the other handAPL, in writing delivered to other Party after September 30, 2009 (the sixtieth (60th) day following the date hereof“Termination Date”), if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, WFSG or the Contributing Parties, on the other handAPL, in writing delivered to the other Party, without prejudice to other rights and remedies which that the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches has materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) 20 days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership PartiesWFSG or APL, on the one hand, or the Contributing Parties, on in writing delivered to the other hand, in writingParty, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (hereby, provided that the Parties parties shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) 30 days after entry by any such Governmental Authority; (e) by the Contributing Parties WFSG, in writing delivered to APL, if any of the conditions set forth in Section 6.2 7.1 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Contributing WFSG Parties; or (f) by the Partnership Parties APL, in writing delivered to WFSG, if any of the conditions set forth in Section 6.1 7.2 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Partnership APL Parties.

Events of Termination. This Agreement may If any of the following events shall occur and be terminated at any time prior to the Closing Date:continuing, such event shall constitute an event of termination ("Event of Termination"): (a) If any representation or warranty by mutual written consent of the Parties;a party hereto contained in this Agreement shall prove to have been incorrect in any material respect when made or deemed made. (b) by either If a party shall fail to pay any amount when due hereunder or shall otherwise default in any material respect in the Partnership Partiesperformance or observance of any term, on covenant or provision contained in this Agreement or any of the one handother documents or instruments delivered pursuant to, or Contributing Partiesconcurrently with, on this Agreement, and any such other default shall remain unremedied for 30 days after written notice thereof to the defaulting party from any other party with a copy to the other handparty. The foregoing notwithstanding, in writing no such other default shall constitute an Event of Termination until 60 days after the sixtieth (60th) day following the date hereofsuch notice, if the Closing has defaulting party shall undertake throughout such 60-day period a reasonably diligent effort to remedy such failure, provided, however that if by its nature such failure cannot occurred by be cured, such date, provided that as failure shall constitute an Event of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder;Termination immediately upon occurrence. (c) by either the Partnership PartiesIf this Agreement shall, on the one handat any time hereafter and for any reason, cease to be in full force and effect, or shall be declared null and void, or the Contributing Parties, on validity or enforceability of this Agreement shall be successfully contested by a party hereto or successfully contested by any other Person. (d) Because each party acknowledges that the services to be rendered by the other handare personal in nature, in writing without prejudice inasmuch as the respective capabilities of the parties hereto are uniquely valuable, and that the determination to enter into this Agreement was based upon the unique ability of the other rights and remedies which the terminating Party or party to fulfill its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreementrespective obligations hereunder, or have not failed or refused to close without justification hereunder), if if (i) such party shall make an assignment for the other Party has materially failed benefit of creditors, file a petition in bankruptcy, petition or apply to perform any tribunal for the appointment of a custodian, receiver or any trustee for it or a substantial part of its covenants or agreements contained herein required to be performed on or prior to the Closing Dateassets, or shall commence any proceeding under any bankruptcy, reorganization in bankruptcy or the equivalent, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have been filed any such petition or application against such party, or any such proceeding shall have been commenced against it, in which an order for relief is entered or which remains undismissed for a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Partiesmore; or (fiii) such party by any act or knowing failure to act shall indicate its consent to, approval of or acquiescence in, any such petition, application or proceeding or order for relief or the Partnership Parties if appointment of a custodian, receiver or any trustee for it or any substantial part of any of the conditions set forth in Section 6.1 have become incapable its properties, or shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of fulfillment, and have not been waived in writing by the Partnership Parties30 days or more.

Events of Termination. This Agreement may be terminated at any time prior to before the Closing Date: : (ai) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as Boards of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one handDirectors of Checkers and Rall-Folks, or the Contributing Partiesre▇▇▇▇tive Presidents thereof, on the other hand, in writing without prejudice pursuant to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or duly delegated authority; (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties Board of Directors of Rall-Folks if any of the t▇▇ conditions set forth precedent found in Section 6.2 Articles IX or X of this Agreement have become incapable of fulfillment, not been met and have not been waived in writing by the Contributing PartiesRall-Folks; or (fiii) by the Partnership Parties ▇▇▇ Board of Directors of Checkers if any of the conditions set forth precedent found in Section 6.1 Articles IX or XI of this Agreement have become incapable of fulfillment, not been met and have not been waived in writing by Checkers; (iv) by the Partnership PartiesBoard of Directors of Rall-Folks if there is ▇ ▇reach of or failure by Checkers to perform in any material respect any of the representations, warranties, commitments, covenants or conditions under this Agreement, which breach or failure is not cured within five days after written notice thereof is given to Checkers; (v) by the Board of Directors of Checkers if there is a breach of or failure by Rall-Folks to perfor▇ ▇▇ any material respect any of the representations, warranties, commitments, covenants or conditions under this Agreement, which breach or failure is not cured within five days after written notice thereof is given to the party committing such breach; or (vi) by the Board of Directors of Rall-Folks or by the ▇▇▇▇d of Directors of Checkers at any time on or after December 16, 1997, if the Closing shall not theretofore have been consummated and completed. In the event of termination and abandonment by any party as above provided in clauses (ii), (iii), (iv), (v) or (vi) of this Section, written notice shall forthwith be given to the other party, which notice shall clearly specify the reason of such party for terminating this Agreement. Termination by either party hereto pursuant to this Section 14.01 shall not restrict or limit in any manner the remedies which the parties might have at law or in equity for any breach of the covenants, representations, or warranties contained in this Agreement.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other handany Party, in writing delivered to other Party after December 31, 2014 (the sixtieth (60th) day following the date hereof“Termination Date”), if the Closing has not occurred by such date, provided that as of such date the terminating Party or is not in default in any material respect of its Affiliates are not otherwise in material default or breach covenants and obligations under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other handany Party, in writing delivered to the other Party, without prejudice to other rights and remedies which that the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or and have not failed or refused to close without justification hereunder), if with respect to the other Party (i) the there shall be a breach of any representation or warranty of such other Party has materially failed to perform its covenants that would cause a failure of the condition set forth in Section 7.1(a) or agreements contained herein required to be performed on or prior to the Closing Date7.2(a), as applicable, or (ii) there is one shall be a breach by such other Party of any of its covenants or more inaccuracies, violations or breaches agreements that would cause a failure of the representations condition set forth in Section 7.1(a) or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect7.2(a), as applicable; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Partiesany Party, on the one hand, or the Contributing Parties, on in writing delivered to the other hand, in writingParty, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Partiesnon-terminating Party, which prohibits or restrains them such party from consummating the transactions contemplated hereby (hereby, provided that the Parties shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) 30 days after entry by any such Governmental Authority; (e) by the Contributing Parties PSXP, in writing delivered to Paradigm, if any of the conditions set forth in Section 6.2 7.1 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Contributing PartiesPSXP; or (f) by the Partnership Parties Paradigm, in writing delivered to PSXP, if any of the conditions set forth in Section 6.1 7.2 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Partnership PartiesParadigm.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: Date (a) at any time by mutual written consent agreement of the Parties; ; (b) in whole and not in part by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, Buyer by written notice to Seller if the Closing has conditions set forth in Sections 6.1 and 6.2 hereof shall not occurred by such date, provided that as of such date the terminating Party have been complied with or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to December 31, 2005 hereof (or such later date as the Closing DateParties may have agreed to in writing) in any material respect and Buyer shall not have materially breached any of its representations, warranties, covenants or agreements contained herein; (iic) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein in whole and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that not in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following part by Seller by written notice from Seller to Buyer if the non-defaulting Party conditions set forth in Sections 6.1 and 6.3 hereof shall not have been complied with or performed on or prior to cure December 31, 2005 hereof (or such later date as the Parties may have agreed to in writing) in any breach material respect and Seller shall not have materially breached any of this Agreementhis representations, if such breach is curable; warranties, covenants or agreements contained herein; (d) by either Buyer or Seller, by written notice to the Partnership other Parties, on the one handif a court of competent jurisdiction or other governmental entity shall have issued a final, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writdecree or ruling, injunction or decree taken any other action, having the effect of any Governmental Authority binding on any of the Partiespermanently restraining, which prohibits enjoining or restrains them from consummating otherwise prohibiting the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; this Agreement; (e) by Buyer, by written notice to Seller, if, as a condition to receiving the Contributing Parties if approval of the transactions contemplated by this Agreement by any Governmental Entity, Buyer or any of its Subsidiaries or Affiliates shall be required to, or required to agree to, (i) divest, sell or hold separate or agree to license to its competitors, before or after the conditions set forth Closing Date, any of Buyer’s, its Subsidiaries’ or Affiliates’, or the Company’s businesses, product lines, properties or assets, (ii) make any material changes or accept material restrictions in Section 6.2 have become incapable the operation of fulfillmentsuch businesses, and have not been waived product lines, properties or assets or (iii) make any changes or accept any restrictions in writing by any of Buyer’s, its Subsidiaries’ or Affiliates’, or the Contributing PartiesCompany’s businesses, product lines, properties, assets, or to this Agreement or the transactions contemplated hereby; or or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillmenteither Party on or prior to November 30, and have not been waived in writing by the Partnership Parties2005.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesP66 Parties and the Partnership; (b) by either the P66 Parties or the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofDecember 31, 2016, if the Closing has not occurred by such that date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, P66 Parties or the Contributing Parties, on the other hand, Partnership in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates shall have (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed by such Party or its Affiliates on or prior to the Closing Date, Date or (ii) there is one or more inaccuracies, violations or breaches materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, Agreement if such the breach is curable;; or (d) by either the Partnership Parties, on the one hand, P66 Parties or the Contributing Parties, on the other hand, Partnership in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which Parties that prohibits or restrains them any Party from consummating the transactions contemplated hereby (provided hereby; provided, however, that the Parties applicable Party shall have used their commercially its reasonable best efforts to have any such order, writ, injunction or decree lifted) and the same removed but it shall not have been lifted removed within thirty (30) 30 days after entry by any such the Governmental Authority; (e) by the Contributing Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other handany Party, in writing delivered to other Party after December 31, 2014 (the sixtieth (60th) day following the date hereof“Termination Date”), if the Closing has not occurred by such date, provided that as of such date the terminating Party or is not in default in any material respect of its Affiliates are not otherwise in material default or breach covenants and obligations under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other handany Party, in writing delivered to the other Party, without prejudice to other rights and remedies which that the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or and have not failed or refused to close without justification hereunder), if with respect to the other Party (i) the there shall be a breach of any representation or warranty of such other Party has materially failed to perform its covenants that would cause a failure of the condition set forth in Section 7.1(a) or agreements contained herein required to be performed on or prior to the Closing Date7.2(a), as applicable, or (ii) there is one shall be a breach by such other Party of any of its covenants or more inaccuracies, violations or breaches agreements that would cause a failure of the representations condition set forth in Section 7.1(a) or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect7.2(a), as applicable; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten (10) 30 days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Partiesany Party, on the one hand, or the Contributing Parties, on in writing delivered to the other hand, in writingParty, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Partiesnon-terminating Party, which prohibits or restrains them such party from consummating the transactions contemplated hereby (hereby, provided that the Parties shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) 30 days after entry by any such Governmental Authority; (e) by the Contributing Parties PSXP, in writing delivered to Paradigm, if any of the conditions set forth in Section 6.2 7.1 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Contributing PartiesPSXP; or (f) by the Partnership Parties Paradigm, in writing delivered to PSXP, if any of the conditions set forth in Section 6.1 7.2 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Partnership PartiesParadigm.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, WFSG or Contributing Parties, on the other handAPL, in writing delivered to other Party after September 30, 2009 (the sixtieth (60th) day following the date hereof“Termination Date”), if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, WFSG or the Contributing Parties, on the other handAPL, in writing delivered to the other Party, without prejudice to other rights and remedies which that the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches has materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) 20 days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership PartiesWFSG or APL, on the one hand, or the Contributing Parties, on in writing delivered to the other hand, in writingParty, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (hereby, provided that the Parties parties shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) 30 days after entry by any such Governmental Authority; (e) by the Contributing Parties WFSG, in writing delivered to APL, if any of the conditions set forth in Section 6.2 ‎7.1 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Contributing WFSG Parties; or (f) by the Partnership Parties APL, in writing delivered to WFSG, if any of the conditions set forth in Section 6.1 ‎7.2 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Partnership APL Parties.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Parties; (b) by either the Partnership Buyer Parties, on the one hand, or Contributing Seller Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofJanuary 31, 2007, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are party is not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Buyer Parties, on the one hand, or the Contributing Seller Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party party or its Affiliates may have (provided the terminating Party or party and its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other party (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches has materially breached any of the its representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicableherein; provided, however, that in the case of clause (i) or (ii), the defaulting Party party shall have a period of ten (10) days following written notice from the non-defaulting Party party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Buyer Parties, on the one hand, or the Contributing Seller Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (hereby, provided that the Parties shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) days day after entry by any such Governmental Authority; (e) by the Contributing Seller Parties if any of the conditions set forth in Section 6.2 have become incapable of fulfillment, and have not been waived in writing by the Contributing Seller Parties; or (f) by the Partnership Buyer Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Buyer Parties.;

Events of Termination. This Agreement may be terminated at any time prior to the Closing Dateas follows: (a) at any time by mutual written consent agreement of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofBuyer upon written notice to Parent, if (i) the Closing has conditions set forth in Section 6.1 and Section 6.2 shall not occurred by such datehave been satisfied on or before the Termination Date and (ii) Buyer shall not have materially breached any of its representations, provided that as of such date the terminating Party warranties, covenants or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunderagreements contained herein; (c) by either the Partnership Parties, on the one hand, Seller or the Contributing Parties, on the other hand, in writing without prejudice Parent upon written notice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder)Buyer, if (i) the other Party has conditions set forth in Section 6.1 and Section 6.3 shall not have been satisfied on or before the Termination Date and (ii) neither Parent nor Seller shall have materially failed to perform breached any of its representations, warranties, covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curableherein; (d) by either the Partnership Parties, on the one hand, Seller or the Contributing Parties, on the other hand, in writing, without liabilityParent upon written notice to Buyer or by Buyer upon written notice to Parent, if there a court of competent jurisdiction or other Governmental Entity shall be any have issued a final, non-appealable order, writdecree or ruling, injunction or decree taken any other action, having the effect of any Governmental Authority binding on any of the Partiespermanently restraining, which prohibits enjoining or restrains them from consummating otherwise prohibiting the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authoritythis Agreement; (e) by the Contributing Parties if Buyer, by written notice to Parent, if, as a condition to receiving the approval of the transactions contemplated by this Agreement by any Governmental Entity, the Buyer or any of its Affiliates shall be required to, or required to agree to, (i) divest, sell or hold separate or agree to license to any Person, before or after the Closing Date, any material portion of the Buyer's, any of its Affiliates' or any of the conditions set forth Companies' businesses, product lines, properties or assets, as the case may be, (ii) make any material changes or accept material restrictions in Section 6.2 have become incapable the operation of fulfillmentsuch businesses, and have not been waived in writing by product lines, properties or assets or (iii) make any material changes or accept any material restrictions to this Agreement or the Contributing Partiestransactions contemplated hereby; orand (f) by Seller or Parent upon written notice to Buyer or by Buyer upon written notice to Parent if at any time the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, representations and have not been waived in writing warranties made by the Partnership Partiesnon-terminating Party or Parties in this Agreement fail to be true and correct in all material respects and such failure is either (x) not capable of being cured or (y) is not cured within 30 days after such failure first occurs.

Events of Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written consent of the PartiesBuyer, on the one hand, and the Sellers, on the other hand; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership PartiesBuyer, on the one hand, or the Contributing PartiesSellers, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Dateshall not have occurred by August 31, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable2005; provided, however, that in the case of clause (i) right to terminate this Agreement under this Section shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or (ii)shall have resulted in, the defaulting Party shall have a period failure of ten (10) days following written notice from the non-defaulting Party Closing to cure any breach of this Agreement, if occur by such breach is curabledate; (dc) by either the Partnership PartiesBuyer, on the one hand, or the Contributing PartiesSellers, on the other hand, if any Governmental Authority shall have issued an Order or taken any other action restraining, enjoining or otherwise preventing the consummation of, or imposing conditions upon, the transactions contemplated by this Agreement, and such Order shall have become final and nonappealable; (d) by the Buyer, on the one hand, or the Sellers, on the other hand (provided that the terminating party is not then in writingbreach in any material respect of any representation, without liabilitywarranty, covenant or other agreement contained herein), if there shall be have been a breach in any non-appealable order, writ, injunction or decree material respect of any Governmental Authority binding on any of the Partiescovenants or agreements or any of the representations or warranties set forth in this Agreement on the part of the Buyer, if the Sellers are the terminating party, or on the part of the Sellers, if the Buyer is the terminating party, such that the conditions in Article VII would not be satisfied, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall breach is not have been lifted cured within thirty (30) days after entry following the delivery of a written notice of termination under this clause by any such Governmental Authoritythe other party, or which breach, by its nature or timing, cannot be cured prior to the Closing; (e) by the Contributing Parties Buyer, on the one hand, or the Sellers, on the other hand, if any a Bankruptcy Event shall occur with respect to the Company, if the Buyer is the terminating party, or with respect to the Buyer, if the Sellers are the terminating party. The Buyer may also terminate this Agreement if a Bankruptcy Event or a Proceeding shall occur with respect to A-Mark Holding which results in the inability of such Seller to freely transfer to the Buyers all of the conditions set forth in Section 6.2 have become incapable Shares. A "Bankruptcy Event" shall occur if a party makes a general assignment for the benefit of fulfillmentcreditors, or any Proceeding shall be instituted against such party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization and have any such Proceeding is not dismissed within ninety (90) days, provided that the Buyer or the Sellers, as applicable, shall not be required to consummate the transactions contemplated by this Agreement until such Proceeding has been waived in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesdismissed.

Events of Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the PartiesJVP or Parent; (b) by either the Partnership Parties, on the one hand, JVP or Contributing Parties, on the other handParent, in writing delivered to other Party after August 15, 2010 (the sixtieth (60th) day following the date hereof“Termination Date”), if the Closing has not occurred by such date, provided that as of such date the terminating Party or is not in default in any material respect of its Affiliates are not otherwise in material default or breach covenants and obligations under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, JVP or the Contributing Parties, on the other handParent, in writing delivered to the other Party, without prejudice to other rights and remedies which that the terminating Party or its Affiliates may have (provided the terminating Party or and its Affiliates are not otherwise in material default or breach of this Agreement, or and have not failed or refused to close without justification hereunder), if with respect to the other Party (i) the there shall be a breach of any representation or warranty of such other Party has materially failed to perform its covenants that would cause a failure of the condition set forth in Section 7.1(a) or agreements contained herein required to be performed on or prior to the Closing Date7.2(a), as applicable, or (ii) there is one shall be a breach by such other Party of any of its covenants or more inaccuracies, violations or breaches agreements that would cause a failure of the representations condition set forth in Section 7.1(a) or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse EffectSection 7.2(a), as applicable; provided, however, that in the case of clause clauses (i) or (ii), the defaulting Party shall have a period of ten thirty (1030) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership PartiesJVP or Parent, on the one hand, or the Contributing Parties, on in writing delivered to the other hand, in writingParty, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Partiesnon-terminating Party, which prohibits or restrains them such party from consummating the transactions contemplated hereby (hereby, provided that the Parties shall have used their commercially reasonable best efforts to have any such order, writ, injunction or decree lifted) lifted and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties JVP, in writing delivered to Parent, if any of the conditions set forth in Section 6.2 7.1 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Contributing PartiesJVP; or (f) by the Partnership Parties Parent, in writing delivered to JVP, if any of the conditions set forth in Section 6.1 7.2 have become incapable of fulfillmentfulfillment prior to the Termination Date, and have not been waived in writing by the Partnership PartiesParent.

Events of Termination. This In addition to the other termination rights set forth in this Agreement, this Agreement may be terminated terminated, without liability on the part of the terminating party to the other party, at any time prior to before the Closing Date: : (ai) by mutual written consent of the Parties; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereof, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights Buyer and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or Seller; (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties Buyer if any of the conditions set forth precedent found in Section 6.2 Article VIII of this Agreement shall have become incapable of fulfillment, fulfillment by the Closing Date through no fault of Buyer and provided Buyer has proceeded with reasonable diligence and Buyer has not waived the same; (iii) by Seller if any of the conditions precedent found in Article IX of this Agreement shall have become incapable of fulfillment by the Closing Date through no fault of Seller and have not been waived in writing by the Contributing PartiesSeller; or (fiv) by the Partnership Parties Buyer if there is a breach of or failure by Seller to perform in any material respect any of the representations, warranties, commitments, covenants or conditions set forth under this Agreement, which breach or failure is not cured after written notice thereof is given to Seller and prior to the Closing Date; (v) by Seller if there is a breach of or failure by Buyer to perform in any material respect any of the representations, warranties, commitments, covenants or conditions under this Agreement, which breach or failure is not cured after written notice thereof is given to the Buyer and prior to the Closing Date; (vi) by Seller or Buyer at any time after the Walkaway Date if the Closing has not occurred on or before such Walkaway Date; or (vii) by Buyer or Seller upon the occurrence of a Material Adverse Change or by Buyer or Seller as provided in Section 6.1 have become incapable 13.15. In the event of fulfillmenttermination and abandonment by any party as above provided in clauses (ii), and have not been waived in writing by (iii), (iv), (v), (vi) or (vii) of this Section, written notice shall forthwith be given to the Partnership Partiesother party, which notice shall clearly specify the reason of such party for terminating this Agreement.

Events of Termination. This Notwithstanding anything to the contrary, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing DateClosing: (a) by mutual written consent of ▇▇▇▇▇▇▇▇▇ and the PartiesSeller; (b) automatically, upon the consummation of a sale or other disposition of all or substantially all of the Transferred Assets to a Person other than Purchaser (each, an “Alternate Transaction”); (c) by either Purchaser if one or more Orders granting any of the Partnership Partiesfollowing relief are entered for any reason and not vacated within fourteen (14) days after entry: (i) dismissing the Bankruptcy Case; (ii) converting the Bankruptcy Case from Chapter 11 to Chapter 7 of the Bankruptcy Code; (3) appointing a trustee in the Bankruptcy Case, on and/or (4) appointing, under Bankruptcy Code Section 1106(b), in the one handBankruptcy Case a responsible officer or an examiner with enlarged powers relating to the operation of the Business (beyond those powers set forth in Section 1106(a)(3) or Section 1106(a)(4) of the Bankruptcy Code). (d) by Purchaser, by written notice from Purchaser to the Seller, if there has been a breach or inaccuracy of a covenant, representation or warranty made by the Seller in this Agreement, such that the conditions in Section 8.1 or Section 8.2 are not capable of being satisfied and which breach is incapable of being cured or, if capable of being cured, has not been cured by the Seller prior to the earlier of (i) 20 Business Days after receipt of written notice from Purchaser requesting such breach be cured or (ii) the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(d) shall not be available to Purchaser if the failure of Purchaser to fulfill any of its obligations under this Agreement has been the primary cause of, or Contributing Partiesresulted in, on such breach, or if the conditions in Section 8.1 or Section 8.3 are not capable of being satisfied because there is then a breach or inaccuracy of a covenant, representation or warranty made by Purchaser in this Agreement; (e) by the Seller, by written notice from the Seller to Purchaser, if there has been a breach or inaccuracy of a covenant, representation or warranty made by Purchaser in this Agreement, such that the conditions in Section 8.1 or Section 8.3 are not capable of being satisfied and which breach is incapable of being cured or, if capable of being cured, has not been cured by Purchaser prior to the earlier of (i) 20 Business Days after receipt of written notice from the Seller requesting such breach be cured or (ii) the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(e) shall not be available to the Seller if the failure of the Seller to fulfill any of its obligations under this Agreement has been the primary cause of, or resulted in, such breach, or if the conditions in Section 8.1 or Section 8.2 are not capable of being satisfied because there is then a breach or inaccuracy of a covenant, representation or warranty made by the Seller in this Agreement; (f) by Purchaser or the Seller, by written notice from Purchaser or the Seller to the other, if any Governmental Authority of competent jurisdiction shall have issued an Order, enacted any Applicable Law or taken any other handaction restraining, enjoining or otherwise prohibiting the consummation of the Transactions and, in writing after the sixtieth case of Orders and other actions, such Order or other action shall have become Final Orders; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(f) shall not be available to the party seeking to terminate if any action of such party or any failure of such party to act has contributed to such Order or other action and such action or failure constitutes a breach of this Agreement; or (60thg) day following by Purchaser or the date hereofSeller, by written notice from Purchaser or the Seller to the other, if the Closing has not occurred by such date, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (c) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to December 30, 2024 (the Closing “Outside Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable”); provided, however, that in the case of clause (iparty exercising the right to terminate this Agreement pursuant to this Section 9.1(g) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any responsible for such Governmental Authority; (e) by the Contributing Parties if any failure of the conditions set forth Closing to occur through a breach or inaccuracy of a covenant, representation or warranty contained in this Agreement; and provided, further, that Purchaser may not terminate this Agreement pursuant to this Section 6.2 have become incapable 9.1(g) if Seller has delivered a Notice of fulfillment, and have not been waived Readiness to Close in writing by the Contributing Parties; or (f) by the Partnership Parties if any of the conditions set forth in accordance with Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Parties8.5.

Events of Termination. This Agreement may be terminated terminated, and the --------------------- transactions contemplated hereby may be abandoned, at any time prior to the Closing Date: (ai) by the mutual written consent of the PartiesBoards of Directors of the Company, Parent and Acquisition Subsidiary; (bii) by either the Partnership Parties, on the one hand, Parent or Contributing Parties, on the other hand, in writing after the sixtieth (60th) day following the date hereofAcquisition Subsidiary, if the Closing has not occurred by such dateCompany or any of the Holders breaches any of their respective representations, provided that as of such date the terminating Party warranties, covenants or its Affiliates are not otherwise agreements contained in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder; (ciii) by the Company, if Parent or Acquisition Subsidiary breaches any of their respective representations, warranties, covenants or agreements contained in this Agreement; (iv) by either the Partnership PartiesParent or Acquisition Subsidiary, on the one hand, or the Contributing PartiesCompany, on the other hand, if any of the conditions to such party's obligations to close the transactions contemplated by this Agreement is not satisfied (or waived in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (iby such party) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to November 30, 2001 (the Closing "Outside Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable"); provided, however, that if any of such ------------- -------- ------- conditions is not satisfied as a result of the breach by any party of its representations, warranties, covenants or agreements contained in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if then the party responsible for such breach is curableshall not have the right to terminate this Agreement pursuant to this clause (iv); (dv) by either the Partnership PartiesParent or Acquisition Subsidiary, on the one hand, or the Contributing PartiesCompany, on the other hand, in writingif the Closing has not occurred on or prior to the Outside Date; provided, without liabilityhowever, -------- ------- that if there shall be any non-appealable order, writ, injunction the Closing has not occurred on or decree of any Governmental Authority binding on any prior to the Outside Date as a result of the Partiesbreach by any party of its representations, which prohibits warranties, covenants or restrains them from consummating agreements contained in this Agreement, then the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any party responsible for such order, writ, injunction or decree lifted) and the same breach shall not have been lifted within thirty the right to terminate this Agreement pursuant to this clause (30) days after entry by any such Governmental Authority;v); or (evi) by either Parent or Acquisition Subsidiary, on the Contributing Parties one hand, or the Company, on the other hand, if any of the conditions set forth following shall occur: (i) any suspension or limitation of trading in Section 6.2 have become incapable securities generally on the New York Stock Exchange lasting for more than twenty-four (24) hours, (ii) any banking moratorium declared by U.S. Federal or New York authorities, or (iii) any outbreak or escalation of fulfillment, and have not been waived major hostilities in writing by which the Contributing Parties; or (f) by the Partnership Parties if United States is involved or any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not been waived in writing by the Partnership Partiesother substantial national or international calamity or emergency.

Events of Termination. This Agreement may be terminated and abandoned at any time prior to the Closing DateClosing: (a) by By mutual written consent of the PartiesPurchaser and Seller; (b) by either the Partnership Parties, on the one hand, or Contributing Parties, on the By Purchaser: -43- (i) pursuant to and in accordance with Section 5.12; (ii) notwithstanding any other hand, in writing after the sixtieth (60th) day following the date provision hereof, if the Closing has shall not have occurred by such datebefore February 28, provided that as of such date the terminating Party or its Affiliates are not otherwise in material default or breach under this Agreement, or have not failed or refused to close without justification hereunder2009; (ciii) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing without prejudice to other rights and remedies which the terminating Party or its Affiliates may have (provided the terminating Party or its Affiliates are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if (i) the other Party has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date, or (ii) there is one or more inaccuracies, violations or breaches of the representations or warranties of the other Party contained herein and such inaccuracies, violations and breaches would constitute a Material Adverse Effect or a Partnership Material Adverse Effect, as applicable; provided, however, that in the case of clause (i) or (ii), the defaulting Party shall have a period of ten (10) days following written notice from the non-defaulting Party to cure any breach of this Agreement, if such breach is curable; (d) by either the Partnership Parties, on the one hand, or the Contributing Parties, on the other hand, in writing, without liability, if there shall be any non-appealable order, writ, injunction or decree of any Governmental Authority binding on any of the Parties, which prohibits or restrains them from consummating the transactions contemplated hereby (provided that the Parties shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted) and the same shall not have been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by the Contributing Parties if any of the conditions to the obligations of Purchaser set forth in Section 6.2 2.1 shall have become incapable of fulfillmentfulfillment other than as a result of a breach by Purchaser of any covenant or agreement contained in this Agreement, and such condition is not waived by Purchaser; (iv) if there shall be a breach by Seller of any representation or warranty, or any covenant or agreement contained in this Agreement with respect to which Purchaser has sent prompt written notice to Seller and which would result in a failure of an unwaived condition set forth in Section 2.1 and which breach cannot be cured or has not been cured by the earlier of (i) twenty (20) days after the giving of written notice by Purchaser to Seller of such breach and (ii) February 28, 2009; (v) by an affirmative vote of the Board of Directors of Spartan Stores, Inc. if the Board of Directors determines in good faith that that information pertaining to Seller's business, properties, or Assumed Contracts for the period prior to execution of this Agreement that is disclosed or discovered after the execution of this Agreement is materially and adversely inconsistent with the information in documents provided or disclosed by Seller prior to the execution of this Agreement by Purchaser and would materially and adversely affect Purchaser's ownership, operation, or control of the Purchased Assets; provided that such determination shall not be based on Defects which are the subject of Section 5.13 of this Agreement; (vi) if the Parties have not been waived in writing by agreed upon each of the Contributing Partiesfinal Schedules or the form of the Exhibits within 30 days following the Signing Date; or (fvii) by the Partnership Parties if any of the conditions set forth in Section 6.1 have become incapable of fulfillment, and have not there has been waived in writing by the Partnership Partiesa Material Adverse Change.