Common use of Termination Events Clause in Contracts

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (a) by mutual written consent of each of the Requisite Noteholders and Holdings, Investco and Wireless; (b) by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained.

Termination Events. This (a) Subject to Section 6(d) hereof, this Agreement may be terminated at shall automatically terminate (without the requirement of notice to or by any time before person) upon the Closing occurrence of any of the following (each, an “Automatic Termination Event”): (i) the failure of the Company to consummate the Class A Preferred Offering and the Class B Exchange Offer by November 8, 2019; provided that, to the extent the Company has previously submitted the Offering Documents to the CNV on or before August 30, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (except without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days (such date, as otherwise providedso extended if applicable, the “Expiration Date”); (ii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), whether (5), (6), (7) or (8) of the Indenture; (iii) by the mutual written consent of the Company and the Requisite Noteholders; (iv) the Company defaults on the payment of any amount due on or in respect of the Private Notes or the occurrence of any other Event of Default (as such term is defined in the Private Notes) thereunder; provided that PointArgentum may waive such Automatic Termination Event in its sole discretion; or (v) if the Class A Preferred Offering and the Class B Exchange Offer are not consummated on or before or after the Shareholder VoteDecember 31, by written notice from 2019. (b) Subject to Section 6(d) hereof, the Requisite Noteholders shall have the right, but not the obligation, upon five Business Days’ notice to Holdings the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Consenting Noteholder Termination Event”): (i) the Company fails to comply with any of its agreements or covenants under the Interest Deferral Agreement or breaches any representation or warranty of the Company set forth in the Interest Deferral Agreement; (ii) the shareholders of the Company do not approve the Public Offerings, the Class C Preferred Offering and Investco the issuance of the Preferred Shares in accordance with applicable law and the Company’s estatuto social on or Holdingsbefore September 16, Investco 2019; (iii) definitive documentation setting forth Acceptable Other Indebtedness Terms shall not have been agreed to by the Company and Wireless each creditor under such Other Indebtedness on or before the consummation of the Recapitalization; (iv) (A) the Company does not launch the Class B Exchange Offer on or before October 7, 2019; provided that, to the extent the Company has previously submitted the Offering Documents to the CNV on or before August 30, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days; or (B) the Company does not launch the Class A Preferred Offering, the Common Shares Exchange Offer and the Preemptive Rights Offerings on or before the date that is 10 Business Days after the date the Class B Exchange Offer is launched; (v) the Company does not execute and deliver the Option Agreement to each Initial Consenting Noteholder on the date of this Agreement; (vi) the occurrence of an Event of Default (as defined in the Indenture) pursuant to the terms of the Indenture (as in effect on the date of this Agreement), other than an Event of Default related to the Payment Deferral; (vii) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of the Recapitalization beyond the Expiration Date; (viii) a breach by the Company of any of its agreements or covenants in this Agreement or breaches any representation and warranty of the Company in this Agreement; (ix) the Company publicly announces its intention not to comply with the terms of this Agreement; (x) the Interest Deferral Agreement is terminated according to its terms; (xi) the PointArgentum Subscription Agreement is not executed and delivered by the parties thereto on the date of this Agreement; provided, that if PointArgentum does not execute and deliver the PointArgentum Subscription Agreement, PointArgentum shall not be counted in the calculation of “Requisite Noteholders” that may cause a Consenting Noteholder Termination Event pursuant to this clause (xi); (xii) the IRSA Subscription Agreement is not executed and delivered by the parties thereto on the date of this Agreement; provided, that if IRSA does not execute and deliver the IRSA Subscription Agreement, IRSA shall not be counted in the calculation of “Requisite Noteholders” that may cause a Consenting Noteholder Termination Event pursuant to this clause (xii); or (xiii) the occurrence after the date of this Agreement of (A) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its Subsidiaries, taken as a whole; (B) any material adverse change in the ability of Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (C) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (D) any material adverse change in any of the rights and remedies of the Consenting Noteholders under this Agreement. (c) Subject to Section 6(d) hereof, the Company shall have the right, but not the obligation, upon five Business Days’ notice to the Consenting Noteholders, as to terminate this Agreement upon the case may beoccurrence of any of the following (each, as follows:a “Company Termination Event”): (ai) a material breach by one or more Consenting Noteholders of this Agreement; provided, however, that to the extent that non-breaching Consenting Noteholders party to this Agreement continue to be the beneficial owners of at least 85% of the aggregate principal amount of the Notes, the Company may only terminate this Agreement with respect to the breaching Consenting Noteholder(s) (which shall, by itself, not constitute a Company Termination Event); (ii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays the consummation of the Recapitalization beyond the Expiration Date; (iii) the failure of the conditions set forth in clause (i) under the caption “Conditions” in Exhibit B hereto to be satisfied within 45 calendar days after the date the Class B Exchange Offer is launched by the Company; (iv) PointArgentum does not execute and deliver the PointArgentum Subscription Agreement to the Company on the date of this Agreement; or (v) IRSA does not execute and deliver the IRSA Subscription Agreement to the Company on the date of this Agreement. (d) This Agreement shall terminate and all obligations of the Parties hereunder shall automatically and immediately terminate and be of no further force and effect on the Termination Date; provided that the provisions of Sections 2(j), 9, 12 and 14 hereof, and the obligations of the Parties with respect thereto, shall survive any such termination until such provisions are terminated by mutual written consent agreement of each of the Requisite Noteholders and HoldingsParties. For purposes of this Agreement, Investco and Wireless; “Termination Date” means the earlier of (bi) the date on which an Automatic Termination Event occurs or (ii) on the fifth Business Day following the delivery of a notice by either the Requisite Noteholders pursuant to Section 6(b) hereof (Consenting Noteholder Termination Event) or Holdingsby the Company pursuant to Section 6(c) hereof (Company Termination Event); provided, Investco and Wirelessthat in no event may a Termination Date (whether as a result of an Automatic Termination Event, if delivery of a proxy statement to Consenting Noteholder Termination Event or a Company Termination Event) occur following the holders consummation of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach Preferred Offering and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Class B Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedOffer.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders Seller and Holdings, Investco and WirelessBuyer; (b) by either Seller or Buyer, if: (i) the Requisite Noteholders Closing Date shall not have occurred on or Holdingsprior to September 30, Investco 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and Wirelessnon-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30any, 2007under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the Requisite Noteholders failure of a condition set forth in Section 8.03(a) or Holdings, Investco Section 8.03(b) and Wireless(B) which is not curable or, if the Recapitalization curable, is not substantially consummated on or before May 31, 2007;cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by either Buyer, if: (i) any of the Requisite Noteholders representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or Holdings, Investco and Wireless if (ii) there shall have been issued an orderbe a breach by Seller of any covenant or agreement of Seller in this Agreement that, decree in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or injunction having Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation occurrence of the Exchange or earlier of (1) the Merger, thirtieth (30th) day after written notice thereof is given by Buyer to Seller and such order, decree or injunction shall have become final and nonappealable; (e2) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of day that is five (5) days after written notice of such breach, specifically identifying Business Days prior to the nature of such breach and the intent of the Requisite Noteholders to End Date; provided that Buyer may not terminate the this Agreement pursuant to this Section 11.1(e), 9.01(d) if Buyer is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any in material provision breach of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedAgreement.

Termination Events. This Agreement may be terminated at The occurrence of any time before the Closing of the Exchange (except as otherwise provided), whether before following events or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsconditions shall constitute a “Termination Event” hereunder: (a) by mutual written consent The Company shall fail for any reason to make any payment to Nextelligence when required pursuant to the provisions of each of the Requisite Noteholders Section 4.1 and Holdings, Investco and Wirelesssuch failure shall not have been cured within three days thereafter; (b) by either Except as otherwise provided in Section 7.2(a), the Requisite Noteholders Company shall fail to perform or Holdingsbreach or default in any of its obligations under this Agreement and such failure to perform, Investco and Wireless, if delivery breach or default is not cured within sixty days after receipt of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007notice from Nextelligence; (c) by either The Company shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a voluntary petition under any bankruptcy, insolvency or other law for the Requisite Noteholders relief or Holdingsaid of debtors, Investco and Wirelessincluding without limitation the Bankruptcy Code of 1978, if as amended, (iii) make any assignment for the Recapitalization is not substantially consummated on benefit of its creditors or before May 31, 2007(iv) enter into any composition agreement; (d) by either An involuntary petition shall be filed against the Requisite Noteholders Company under any bankruptcy, insolvency or Holdingsother law for the relief or aid of debtors, Investco and Wireless if there shall have been issued an orderincluding without limitation the Bankruptcy Code of 1978, decree or injunction having as amended, which involuntary petition is not dismissed within ninety days after the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation date of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealablefiling thereof; (e) by Any court of competent jurisdiction shall find that the Requisite Noteholders, if either of Holdings, Investco Company is insolvent or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wirelessbankrupt; (f) by Holdings, Investco and Wireless, if any A receiver or trustee shall be appointed for the Company or for all or a substantial portion of the Consenting Noteholders has breached any material provision assets and properties of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholdersparty; (g) by Holdings, if A final judgment shall be entered against the Board elects to terminate Company which is not satisfied or bonded in full within sixty days after the Exchange Agreement in order to accept a Superior Proposaldate of the entry thereof; (h) by All or a substantial portion of the Requisite Noteholdersassets and properties of the Company shall be levied upon, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, seized or withdraws such recommendation; orattached; (i) by either the Requisite Noteholders All or Holdings, Investco and Wireless, if the Shareholder Vote for approval a substantial portion of the Exchange and/or assets and properties of the Merger Agreement Company shall be lost, stolen, damaged or destroyed; (j) The Company shall fail to perform or breach or default in any of its obligations under the Warrants and such failure to perform, breach or default is not obtained.cured within three days after receipt of notice from Nextelligence; or

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Votemay, by written notice from given before or at the Requisite Noteholders to Holdings and Investco or HoldingsClosing, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (a) by mutual written consent of each of the Requisite Noteholders Purchaser and Holdings, Investco and Wirelessthe Seller; (b) by either the Requisite Noteholders Purchaser or Holdingsthe Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, Investco and Wirelessin each case having the effect of permanently restraining, if delivery enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of a proxy statement Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required by Section IV, T of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the holders entry of the Class A Stock Proposed Final Judgment, as provided in respect the Hold Separate Order, or the U.S. District Court for the District of Columbia has materially altered or declined to enter the Proposed Final Judgment, or provided written notice of its intention to do so; provided, however, that the right to terminate this Agreement under this Section 7.1(b) will not be available to any party whose failure to fulfill any material covenant under this Agreement, including the obligations of the Shareholder Vote does not take place on Purchaser under Section 5.3, has been the cause of or before April 30, 2007;resulted in the action or event described in this Section 7.1(b) occurring; or (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, Purchaser if the Recapitalization is Closing has not substantially consummated occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before May 31September 30, 20072010; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having Purchaser upon the effect occurrence of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable;a Material Adverse Effect; or (e) by the Requisite Noteholders, Seller if either of Holdings, Investco or Wireless the Closing has breached any material provision of this Agreement and any such breach remains uncured for a period of five not occurred (5) days after written notice of such breach, specifically identifying other than through the nature of such breach and the intent failure of the Requisite Noteholders Seller to terminate the Agreement pursuant to comply fully with its obligations under this Section 11.1(e)Agreement) on or before September 30, is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained2010.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsterminated: (a) by mutual immediately upon the written consent of each agreement of the Debtors and the Requisite Noteholders and Holdings, Investco and WirelessSenior Note Holders to terminate this Agreement; (b) by either any of the Debtors or the Requisite Noteholders Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or Holdings(2) below, Investco and Wirelessif: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, if delivery however, that the appointment of a proxy statement an examiner pursuant to the holders motion of that certain ad hoc committee of equityholders as filed with the Class A Stock in respect of the Shareholder Vote does Bankruptcy Court on April 2, 2010 shall not take place on or before April 30, 2007give rise to a right to terminate this Agreement; (c) by either the Requisite Noteholders Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or Holdings, Investco and Wireless, such lesser time if the Recapitalization voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not substantially consummated be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 3112, 20072010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by either each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Requisite Noteholders Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or Holdingssuch lesser time if the voting deadline for the Amended Plan is to occur, Investco and Wireless or if there shall have been issued an order, decree the Confirmation Hearing is to commence within such period) following a material adverse change or injunction having modification to the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation treatment of the Exchange or Claims of holders of Visteon Notes under the MergerAmended Plan, and in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such order, decree or injunction shall have become final and nonappealableConsenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite NoteholdersInvestors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, if either of Holdingshowever, Investco or Wireless has breached any material provision of that this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement shall not be terminated pursuant to this Section 11.1(e)7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is delivered terminated by the Requisite Noteholders Investors pursuant to Holdings, Investco and WirelessSection 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (f3) by Holdings, Investco and Wireless, if any Requisite Investors pursuant to Section 10.1(c)(vi) of the Consenting Noteholders has breached any material provision Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of this Agreement and any such breach remains uncured for a period of five the Equity Commitment Agreement, unless: (5A) days after written the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of such breach, specifically identifying the nature of such breach and the their intent of Holdings, Investco and Wireless to terminate the Equity Commitment Agreement pursuant (which notice the Debtors hereby agree to this Section 11.1(fso deliver), is delivered by Holdings and Investco to the Consenting Noteholders; (gB) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by Holdingsthe Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement also made to the shareholders of HoldingsRights Offering Sub Plan, or withdraws such recommendation; or (i) by either would result in the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval confirmation of the Exchange and/or the Merger Agreement is not obtainedRights Offering Sub Plan.

Termination Events. This Agreement may be terminated and the Transactions may be abandoned at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders and HoldingsAlter, Investco and WirelessBied▇▇▇▇▇ ▇▇▇ Sunstone Parties; (b) by either Sunstone Parties, upon a breach of any representation, warranty, covenant, obligation or agreement on the Requisite Noteholders part of Alter or HoldingsBied▇▇▇▇▇ ▇▇▇ forth in this Agreement, Investco and Wirelessin any case such that the conditions set forth in Section 6.2(a) or 6.2(b), if delivery as the case may be, are not satisfied or would be incapable of a proxy statement being satisfied within 30 days after the giving of written notice to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007Alter; (c) by either Alter, upon a breach of any representation, warranty, covenant, obligation or agreement on the Requisite Noteholders part of any of Sunstone Parties such that the conditions set forth in Section 6.3(a) or Holdings6.3(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Sunstone Parties; or by Bied▇▇▇▇▇, Investco and Wireless▇▇on a breach of any representation, if warranty, covenant, obligation or agreement on the Recapitalization is part of any of Sunstone Parties, such that the conditions set forth in 6.4(a) or 6.4(b) are not substantially consummated on satisfied or before May 31, 2007;would be incapable of being satisfied within 30 days after the giving of written notice to Sunstone Parties; 109 (d) by either any of Alter, Bied▇▇▇▇▇ ▇▇ Sunstone Parties if any court of competent jurisdiction in the Requisite Noteholders or Holdings, Investco and Wireless if there United States shall have been issued an a final and unappealable permanent injunction, order, judgment or other decree (other than a temporary restraining order) restraining, enjoining or injunction having the effect of making the Exchange or the Merger illegal or permanently otherwise prohibiting the consummation of the Exchange or Transactions, provided that the Mergerparty seeking to terminate this Agreement under this clause (d) is not then in material breach of this Agreement and provided, and further, that the right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or injunction shall have become final and nonappealable;ruling; and (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breachAlter, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, Bied▇▇▇▇▇ ▇▇ Sunstone Parties if the Board elects to terminate the Exchange Agreement Superior Proposal Transaction shall have been terminated in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedaccordance with its terms.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (a) by mutual written consent The Employment Term will end, and the parties will not have any rights or obligations under this Agreement (except for the rights and obligations under those Sections of each this Agreement that are continuing and will survive the end of the Requisite Noteholders Employment Term, as specified in Section 9.10 of this Agreement) on the earliest to occur of the following events (each a “Termination Date”): (1) the death of Employee; (2) the termination of Employment as a result of Employee’s Disability (as defined in Section 4.1(b) of this Agreement) of Employee; (3) the termination of Employee’s employment by Employee without Good Reason (as defined in Section 4.1(d) of this Agreement); (4) the termination of Employee’s employment by SBG for Cause (as defined in Section 4.1(c) of this Agreement); (5) the termination of Employee’s employment by SBG without Cause; or (6) the termination of Employee’s employment by Employee for Good Reason within three (3) months of the inception of the event giving rise to the Good Reason; provided, however, the Employee has first given the Employer written notice of the Good Reason within ten (10) business days of its occurrence and Holdings, Investco and Wireless;thirty (30) days following such notice to correct it. (b) Except as is provided in the last sentence of this Section 4.1(b), for the purposes of this Agreement, “Disability” means Employee’s inability, whether mental or physical, to perform the normal duties of Employee’s position for ninety (90) days (which need not be consecutive) during any twelve (12) consecutive month period, and the effective date of such Disability shall be the day next following such ninetieth (90th) day. If SBG and Employee are unable to agree as to whether Employee is disabled, the question will be decided by either the Requisite Noteholders or Holdingsa physician to be paid by SBG and designated by SBG, Investco and Wireless, if delivery of a proxy statement subject to the holders approval of the Class A Stock in respect of the Shareholder Vote does Employee (which approval may not take place on or before April 30, 2007; (cbe unreasonably withheld) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become whose determination will be final and nonappealable; (e) by binding on the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to parties. Notwithstanding anything in this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f4.1(b) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of or in this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders contrary, to the extent necessary to prevent a violation of Holdingssection 409A of the Internal Revenue Code (and any guidance issued thereunder), “Disability” means a medically determinable physical or withdraws mental impairment which qualifies Employee for total disability benefits under the Social Security Act and/or which, in the opinion of the SBG (based upon such recommendation; or evidence as it deems satisfactory): (i) by either the Requisite Noteholders can be expected to result in death or Holdingsto last at least twelve (12) months, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained(ii) will prevent Employee from performing any substantial gainful activity.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Votemay, by written notice from given prior to or at the Requisite Noteholders to Holdings and Investco or HoldingsClosing, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (a) by mutual either Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written consent of each of notice is given specifying the Requisite Noteholders Breach and Holdings, Investco and Wirelessdemanding it to be remedied; (bi) by either the Requisite Noteholders or Holdings, Investco and Wireless, Buyer if delivery of a proxy statement to the holders any of the Class A Stock conditions in respect Article VII has not been satisfied as of the Shareholder Vote does Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not take place waived such condition on or before April 30the Closing Date; or (ii) by Seller, 2007if any of the conditions in Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; (c) by either the Requisite Noteholders or Holdings, Investco mutual consent of Buyer and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007;Seller; or (d) by either Buyer or Seller if the Requisite Noteholders Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or Holdingsbefore December 31, Investco and Wireless if there shall have been issued an order1998, decree or injunction having such later date as the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable;parties may agree upon; or (e) (i) by the Requisite Noteholders, Buyer if either a material Breach of Holdings, Investco or Wireless has breached any material provision of this Agreement any of the Purchase Agreements has been committed by any party other than Buyer thereto and any such breach remains uncured for a period of five Breach has not been waived or such Breach has not been remedied within thirty (530) days after written notice of such breachis given specifying the Breach and demanding it to be remedied, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; or (fii) by Holdings, Investco and Wireless, Buyer if any of the Consenting Noteholders conditions precedent to Buyer's obligation to close any of the Purchase Agreements has breached any material provision not been satisfied as of this Agreement and any such breach remains uncured for a period of five (5) days after written notice the Closing Date or if satisfaction of such breach, specifically identifying a condition is or becomes impossible (other than through the nature failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such breach and condition on or before the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedClosing Date.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Votemay, by written notice from given prior to or at the Requisite Noteholders to Holdings and Investco or HoldingsClosing, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (a) by mutual written consent either Parent, on the one hand, or the Company, on the other, if a material Breach of each any provision of this Agreement has been committed by the Requisite Noteholders other party and Holdings, Investco and Wirelesssuch Breach has not been waived; (b) (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, Parent if delivery of a proxy statement to the holders any of the Class A Stock conditions in respect Section 7 has not been satisfied as of the Shareholder Vote does Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Parent to comply with its obligations under this Agreement) and Parent has not take place waived such condition on or before April 30the Closing Date; or (ii) by the Company, 2007if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the Closing Date; (c) by either Parent if (i) the Requisite Noteholders Company's Board of Directors withdraws or Holdingsmodifies its recommendation of the Transactions (other than for the purpose of accepting an Acquisition Proposal or by reason of Parent's failure to comply with its obligations under this Agreement), Investco and Wireless(ii) an Acquisition Proposal is accepted by the Company, if (iii) the Recapitalization is Company willfully breaches this Agreement, (iv) the Company's shareholders do not substantially consummated approve the Arrangement on or before May 31September 30, 20071999 or (v) shareholders of the Company owning more than five percent (5%) of the Company Shares exercise Dissent Rights or other statutory appraisal rights; (d) by either the Requisite Noteholders Company (i) if Parent willfully breaches this Agreement or Holdings, Investco and Wireless if there shall have been issued an order, decree Parent's Board of Directors withdraws or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation modifies its recommendation of the Exchange Transactions (other than by reason of the failure of the Company to comply with its obligations under this Agreement), or (ii) upon (x) the Mergerdetermination of the Company's Board of Directors that an Acquisition Proposal constitutes a Superior Proposal, and such order, decree or injunction shall have become final and nonappealable(y) payment by the Company of the amount set forth in Section 5.8(b) hereof; (e) by the Requisite Noteholders, if either mutual consent of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach Parent and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;Company; or (f) by Holdings, Investco and Wireless, either Parent or the Company if the Closing has not occurred (other than through the failure of any of the Consenting Noteholders has breached any material provision of party seeking to terminate this Agreement and any such breach remains uncured for a period of five (5to comply fully with its obligations under this Agreement) days after written notice of such breachon or before September 30, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings1999, or withdraws such recommendation; or (i) by either later date as the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedparties may agree upon.

Termination Events. This Agreement may be terminated at The occurrence of any time before the Closing one or more of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows------------------ following events shall constitute a Termination Event: (a) (i) the Transferor, the Collection Agent or CompuCom shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (ii) of this Section 7.1(a) or the covenant set forth in Section 5.1(k)) and such failure shall remain unremedied for ten (10) days, or (ii) the Collection Agent shall fail to make any payment or deposit to be made by mutual written consent of each of it hereunder or under any other document delivered pursuant hereto when due or the Requisite Noteholders and HoldingsCollection Agent shall fail to observe or perform any term, Investco and Wireless;covenant or agreement on the Collection Agent's part to be performed under Section 2.8(b) hereof; or (b) any representation, warranty, certification or statement made by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock Transferor, the Collection Agent or CompuCom in this Agreement or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect of when made or deemed made (provided that any -------- such breach with respect to a Receivable shall not constitute a Termination Event hereunder if such breach shall have been cured by the Shareholder Vote does not take place on Transferor pursuant to Section 2.9 or before April 30, 2007;8.4); or (c) either of the Transferor or CompuCom shall default in the performance of any payment or undertaking (other than those covered by either clause (a) above) or to be performed or observed under any other provision hereof or in the Requisite Noteholders Receivables Purchase Agreement or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on under any other document delivered pursuant hereto or before May 31, 2007;thereto; or (d) failure of either of the Transferor or CompuCom, as initial Collection Agent, or any of their Subsidiaries to pay when due any amounts due under any agreement under which any Indebtedness greater than $10,000,000 is governed; or the default by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange Transferor or CompuCom or any of their Subsidiaries in the Mergerperformance of any term, provision or condition contained in any agreement under which any Indebtedness greater than $10,000,000 was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or any Indebtedness greater than $10,000,000 shall be declared to be due and such order, decree payable or injunction shall have become final and nonappealable;required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (e) by any Event of Bankruptcy shall occur with respect to the Requisite NoteholdersTransferor, if the Collection Agent, CompuCom or any Subsidiary of either of Holdingsthe Transferor, Investco the Collection Agent or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;CompuCom; or (f) by Holdingsthe Transferor shall, Investco and Wirelessfor any reason, if any of fail to have a valid ownership interest in the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach Receivables and the intent of Holdings, Investco Related Security and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders;Collections with respect thereto; or (g) by Holdings, if either CompuCom or the Board elects to terminate Transferor shall enter into any transaction or merger whereby it is not the Exchange Agreement in order to accept a Superior Proposal;surviving entity; or (h) by there shall have occurred and be continuing any event or condition which materially affects the Requisite NoteholdersTransferor's, if CompuCom's or the Board fails Collection Agent's ability to recommend either collect the Receivables or to perform under this Agreement and/or or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendationReceivables Purchase Agreement; or (i) the Liquidity Provider or the Credit Support Provider shall have given notice that an event of default has occurred and is continuing under its agreements with the Company; or (j) the Commercial Paper issued by either the Requisite Noteholders Company shall not be rated at least "A-2" by Standard & Poor's and at least "P-2" by Moody's; or (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment on the next day, bringing the Percentage Factor to less than or Holdingsequal to 98% or (ii) the Percentage Factor equals or exceeds 100% at any time or (iii) the Receivables Purchase Agreement shall have terminated pursuant to Section 8.1 thereof; or (l) the Dilution Ratio averaged for any three-month period exceeds 7%; or (m) the Loss to Liquidation Ratio averaged for any three-month period exceeds 1.50%; or (n) the Delinquency Ratio averaged for any three-month period exceeds 15.0%; or (o) CompuCom's Leverage Ratio (as such term is defined in Exhibit N herein) exceeds (i) 4.25 to 1 at the end of any fiscal quarter ending prior to and including December 31, Investco 2000 and Wireless(ii) 3.75 to 1 at the end of any fiscal quarter thereafter; or (p) CompuCom's Fixed Charge Coverage Ratio (as such term is defined in Exhibit N herein) falls below 1.25 to 1 at the end of any fiscal quarter; or (q) CompuCom's Tangible Net Worth (as such term is defined in Exhibit N herein) falls below an amount equal to the sum of (i) $130,000,000, plus (ii) 75% of cumulative Net Income (as such term is defined in Exhibit N herein) for the period from, but not including March 31, 1997 through the date of calculation (but excluding from the calculation of such cumulative Net Income the effect, if the Shareholder Vote any, of any fiscal quarter (or portion of a fiscal quarter not then ended) of CompuCom for approval which Net Income was a negative number), plus (iii) 75% of the Exchange and/or Net Cash Proceeds (as such term is defined in Exhibit N herein) received by CompuCom as a result of any offering of Equity (as such term is defined in Exhibit N herein) or pursuant to any conversion or exchange of convertible Indebtedness (as such term is defined in Exhibit N herein) or preferred Capital Stock (as such term is defined in Exhibit N herein) or into common Capital Stock of CompuCom, plus (iv) an amount equal to the Merger Agreement net worth of any Person (as such term is not obtaineddefined in Exhibit N herein) that becomes a Subsidiary (as such term is defined in Exhibit N herein) of CompuCom or is merged into or consolidated with CompuCom or any Subsidiary of CompuCom or substantially all of the assets of which are acquired by CompuCom or any Subsidiary of CompuCom to the extent the purchase price paid therefor is paid in equity securities of CompuCom or any Subsidiary of CompuCom; or (r) CompuCom's Asset Coverage Ratio (as such term is defined in Exhibit N herein) falls below 1.10 to 1 at the end of any fiscal quarter; or (s) CompuCom's ratio of Funded Debt (as such term is defined in Exhibit N herein) to Capital (as such term is defined in Exhibit N herein) exceeds 0.65 to 1 at the end of any fiscal quarter; or (t) if all or any part of the capital stock of the Transferor held (beneficially or otherwise) by CompuCom or the Subordinated Note (as defined in the Receivables Purchase Agreement) shall be pledged or otherwise be subject to a security interest in favor of any Person, and NationsBank of Texas, N.A. or any such other Person shall commence any action to foreclose on any such pledge or security interest.

Termination Events. This Agreement may be terminated at by any time before of Purchaser, the Closing Company or any Selling Shareholder, if the terminating party is not the cause of a failure of a condition for the Exchange (except as otherwise provided), whether before or after the Shareholder VoteClosing, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholdersother party, as upon the case may be, as followsoccurrence of any of the following: (a) by mutual written consent of each on the Closing Date: (i) any of the Requisite Noteholders conditions precedent to the obligations of the terminating party set forth in Article VIII of this Agreement shall not have been satisfied; and Holdings(ii) satisfaction of such condition shall not have been waived by the terminating party; provided that, Investco the Company and/or Selling Shareholders shall have thirty (30) days following any notice of failure of satisfaction of any such condition to effect a cure of such failure (and Wirelessthe Closing shall be postponed to accommodate any such thirty (30) day cure period); (b) by either the Requisite Noteholders FCC denies or Holdings, Investco designates for hearing the application referenced in Section 6.1 of this Agreement and Wireless, if delivery of a proxy statement to the holders such designation is not reversed upon pleadings of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007parties; (c) by either the Requisite Noteholders or Holdings, Investco Station's normal broadcast transmission is continuously interrupted for a period of not less than five (5) consecutive days and Wireless, if the Recapitalization cause of such interruption is not substantially consummated or cannot be cured on or before May 31sixty (60) days from the date that the Closing would otherwise occur or, 2007if cured, would have after the Closing a Material Adverse effect on the operation of the Station as to materially and adversely alter the normal operation of the Station as presently conducted; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there parties shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealablemutually agree to terminate this Agreement; (e) by the Requisite NoteholdersClosing shall not have occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before June 30, if either 1998, or such later date upon which the parties may agree. Notwithstanding this Section 10.1(e), in the event the FCC Consent has not been granted on or before June 30, 1998, and provided that Purchaser is not in material breach of Holdings, Investco or Wireless has breached any material provision of its obligations under this Agreement and any has timely filed an appropriate application for the FCC Consent and has diligently used best practices to obtain the grant of said application as expeditiously as practicable, the Closing Date shall be extended to a date not later than September 30, 1998 (or such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying later date upon which the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(eparties may agree), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;; or (f) by HoldingsPurchaser does not have adequate financing fully funded on or before September 30, Investco and Wireless, if any of 1997 in order to pay the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement entire Purchase Price pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedAgreement.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by the mutual written consent of each of the Requisite Noteholders Alliqua and Holdings, Investco and WirelessAquaMed; (b) by either Alliqua if the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does Closing has not take taken place on or before April 30February 15, 20072019 (other than as a result of any failure on the part of Alliqua to comply with or perform its covenants and obligations under this Agreement); (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, AquaMed if the Recapitalization is Closing has not substantially consummated taken place on or before May 31February 15, 20072019 (other than as a result of any failure on the part of AquaMed to comply with or perform any covenant or obligation set forth in this Agreement); (d) by either the Requisite Noteholders Alliqua or HoldingsAquaMed, Investco and Wireless if there a court of competent jurisdiction or other Governmental Body shall have been issued an orderOrder, decree or injunction shall have taken any other action, having the effect of making permanently restraining, enjoining or otherwise prohibiting the Exchange Contribution or the Merger illegal or permanently prohibiting Distribution; provided, that a Party shall not be permitted to terminate this Agreement pursuant to this Section 7.1(d) if the consummation issuance of the Exchange such Order or the Merger, and taking of such order, decree action is attributable to the failure of such Party to perform in any material respect any covenant or injunction shall have become final and nonappealableobligation in this Agreement required to be performed by such Party at or prior to the Closing; (e) by the Requisite NoteholdersAlliqua, if either any of Holdings, Investco AquaMed’s covenants or Wireless has representations and warranties contained in this Agreement shall have been breached in any material provision of this Agreement and any respect, if (i) such breach remains uncured for a period would cause any of five the conditions in ARTICLE 2 or ARTICLE 3 not to be satisfied; and (5ii) such breach (if curable) is not cured by AquaMed within thirty (30) calendar days after receiving written notice from Alliqua of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, AquaMed if any of the Consenting Noteholders has Alliqua’s covenants or representations and warranties contained in this Agreement shall have been breached in any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breachrespect, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, in either case if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either such inaccuracy or breach would cause the Requisite Noteholders conditions in ARTICLE 2 or Holdings, Investco ARTICLE 3 not to be satisfied; and Wireless, (ii) such inaccuracy or breach (if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement curable) is not obtained.cured by Alliqua within thirty (30) calendar days after receiving written notice from AquaMed of such inaccuracy or breach;

Termination Events. This Agreement may be terminated at any time before may, by notice given prior to the Option Closing of Date (if any) or the Exchange Option Expiration Date (except as otherwise providedif not exercised), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (a) by mutual written consent of each either (y) Purchaser or (z) Sellers owning a majority of the Requisite Noteholders Shares owned by all of the Sellers if a material Breach of any provision of this Agreement has been committed by the other party and Holdings, Investco and Wirelesssuch Breach has not been waived by the non-breaching Party; (b) by either (y) Purchaser or (z) Sellers owning a majority of the Requisite Noteholders or Holdings, Investco and Wireless, Shares owned by all Sellers if delivery any of the conditions in Article VI has not been satisfied as of a proxy statement to Closing Date or if satisfaction of such a condition is or becomes impossible, and the holders of the Class A Stock in respect of the Shareholder Vote does other Party has not take place waived such condition on or before April 30such Closing Date, 2007unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by either Purchaser if any of the Requisite Noteholders conditions in Article VII has not been satisfied as of a Closing Date or Holdingsif satisfaction of such a condition is or becomes impossible, Investco and Wireless, if the Recapitalization is Purchaser has not substantially consummated waived such condition on or before May 31such Closing Date, 2007unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by either the Requisite Noteholders or Holdings, Investco mutual consent of Purchaser and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation Sellers owning a majority of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealableShares owned by all Sellers; (e) by the Requisite Noteholders, if either Purchaser or Sellers (by action of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for Sellers owning a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent majority of the Requisite Noteholders to terminate Shares owned by all Sellers) if the Agreement pursuant to this Section 11.1(e)First Closing has not occurred on or before October 30, is delivered by 2003, or such later date as the Requisite Noteholders to Holdings, Investco and Wireless;parties may agree upon; or (f) by Holdings, Investco and Wireless, if Purchaser upon the occurrence of an event of default under any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) that certain Note Secured by either the Requisite Noteholders Stock Pledge Agreement, dated as of even date herewith, by Seller in favor of ▇▇▇▇▇ ▇. ▇▇▇▇▇, (ii) that certain Stock Pledge Agreement, dated as of even date herewith, by and between Seller and ▇▇▇▇▇ ▇. ▇▇▇▇▇, and (iii) any documents or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedinstruments ancillary thereto.

Termination Events. This Agreement may be terminated at any time before and the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder VoteTransactions may, by written notice from given prior to or at the Requisite Noteholders to Holdings and Investco or HoldingsClosing, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (a) by mutual written consent agreement of each of the Requisite Noteholders Buyer and Holdings, Investco and WirelessSeller; (b) by either Buyer, on the Requisite Noteholders one hand, or HoldingsSeller, Investco and Wirelesson the other hand, if delivery of the Closing has not occurred (other than as a proxy statement to the holders result of the Class A Stock in respect failure of the Shareholder Vote does not take place any party seeking to terminate this Agreement to comply with its obligations under this Agreement) on or before April 30(i) November 13, 20072012 or (ii) such later date as the Parties may agree upon in writing (such applicable date specified in the preceding clauses (i) and (ii) being referred to herein as the “Outside Date”); (c) by either Seller, on the Requisite Noteholders one hand, or Holdingsby Buyer, Investco and Wirelesson the other hand, if a material breach of this Agreement has been committed by the Recapitalization is other party and such material breach has not substantially consummated on been cured within 30 days after notice thereof to such other party or before May 31, 2007expressly waived in writing; (d) (i) by either the Requisite Noteholders or Holdings, Investco and Wireless Buyer if there shall have been issued an order, decree or injunction having the effect satisfaction of making the Exchange or the Merger illegal or permanently prohibiting the consummation any of the Exchange conditions in Section 6.1 becomes impossible prior to the Outside Date (other than as a result of the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not expressly waived such condition in writing on or before termination of this Agreement; or (ii) by Seller, if satisfaction of any of the Merger, conditions in Section 6.2 becomes impossible prior to the Outside Date (other than as a result of the failure of Seller to comply with its obligations under this Agreement) and Seller has not expressly waived such order, decree condition in writing on or injunction shall have become final and nonappealable;before termination of this Agreement; or (e) by either Buyer or Seller if there shall be any Legal Requirement that makes consummation of the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of Transactions contemplated by this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent illegal or otherwise prohibited or if consummation of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered Transactions contemplated by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and would violate any such breach remains uncured for a period non-appealable Order of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedany Governmental Entity having competent jurisdiction.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsterminated: (a) by mutual immediately upon the written consent of each agreement of the Debtors and the Requisite Noteholders and Holdings, Investco and WirelessSenior Note Holders to terminate this Agreement; (b) by either any of the Debtors or the Requisite Noteholders Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or Holdings(2) below, Investco and Wirelessif: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, if delivery however, that the appointment of a proxy statement an examiner pursuant to the holders motion of that certain ad hoc committee of equityholders as filed with the Class A Stock in respect of the Shareholder Vote does Bankruptcy Court on April 2, 2010 shall not take place on or before April 30, 2007give rise to a right to terminate this Agreement; (c) by either the Requisite Noteholders Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or Holdings, Investco and Wireless, such lesser time if the Recapitalization voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not substantially consummated be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 3112, 20072010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by either the Requisite Noteholders or Holdingseach Consenting Senior Note Holder, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and but solely with respect to such order, decree or injunction shall have become final and nonappealable; Consenting Senior Note Holder (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement remaining in full force and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying effect as among the nature of such breach Debtors and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (fother Consenting Senior Note Holders) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained.upon three

Termination Events. (a) This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (ai) by mutual written consent of each Parent and the Company; or (ii) by written notice from Parent to the Company, if no later than twenty-four (24) hours following the execution and delivery of this Agreement by all of the Requisite Noteholders and Holdingsparties hereto the Company shall not have delivered to Parent evidence that this Agreement has been adopted by Stockholders constituting the Required Company Stockholder Vote; provided, Investco and Wireless;that this termination right shall terminate if this Agreement has not been terminated prior to the time that the Required Company Stockholder Vote is obtained. (b) by either In the Requisite Noteholders or Holdings, Investco and Wireless, if delivery event of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision termination of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Article VIII, this Agreement shall forthwith become void and there shall be no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 11.1(e10.1 (Fees and Expenses), is delivered by Section 10.2 (Waiver; Amendment), Section 10.3 (Entire Agreement), Section 10.4 (Execution of Agreement; Counterparts; Electronic Signatures), Section 10.5 (Governing Law; Arbitration; Venue), Section 10.6 (WAIVER OF JURY TRIAL), Section 10.7 (Assignment and Successors), Section 10.9 (Notices), Section 10.10 (Construction; Usage), Section 10.11 (Enforcement of Agreement), Section 10.12 (Severability) and this Section 7.1, and the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any definitions used in each of the Consenting Noteholders has breached foregoing sections, including those set forth in EXHIBIT A hereto, all of which shall survive such termination; provided, however, that nothing contained in this Section 7.1(b) shall relieve any material provision party from liability for fraud or any willful and knowing breach of this Agreement and any such breach remains uncured for a period Agreement. Upon termination of five (5) days after written notice this Agreement, each of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant parties to this Section 11.1(f)Agreement shall, is delivered in all events, be bound by Holdings and Investco be subject to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedConfidentiality Agreements.

Termination Events. This Agreement may may, by notice given prior to or at the Closing, be terminated at terminated: 11.1.1 by mutual consent of the Acquiror and the Shareholders (acting jointly); 11.1.2 by the Acquiror, if any time of the conditions in Section 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Shareholders (acting jointly), if any of the Exchange (except conditions in Section 10 have not been satisfied as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (a) by mutual written consent of each of the Requisite Noteholders Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Shareholder to comply with its obligations under this Agreement) and Holdings, Investco and Wirelessthe Shareholders (acting jointly) have not waived such condition on or before the Closing Date; (b) 11.1.3 [Intentionally Omitted]; 11.1.4 by either the Requisite Noteholders Acquiror or Holdingsthe Shareholders (acting jointly), Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an orderentered a final, decree nonappealable order or injunction having the effect of making the Exchange any Governmental Authority restraining or the Merger illegal or permanently prohibiting the consummation of the Exchange transactions contemplated hereby; 11.1.5 by the Acquiror, if, prior to the Closing Date, the Company or the Mergerany Shareholder is in material breach of any representation, warranty, covenant or agreement herein contained and such order, decree or injunction breach shall have become final and nonappealable; (e) not be cured within 10 days of the date of notice of default served by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of Acquiror claiming such breach; provided, specifically identifying however, that the nature of such breach and the intent of the Requisite Noteholders right to terminate the this Agreement pursuant to this Section 11.1(e), 11.1.5 shall not be available to the Acquiror if the Acquiror is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any in material provision breach of this Agreement at the time notice of termination is delivered; 11.1.6 by the Shareholders (acting jointly), if, prior to the Closing Date, the Acquiror is in material breach of any representation, warranty, covenant or agreement herein contained and any such breach remains uncured for a shall not be cured within 10 days of the date of notice of default served by the Shareholders claiming such breach or, if such breach is not curable within such 10 day period, such longer period of five (5) days after written notice of time as is necessary to cure such breach; provided, specifically identifying however, that the nature of such breach and the intent of Holdings, Investco and Wireless right to terminate the this Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco 11.1.6 shall not be available to the Consenting Noteholders; Shareholders (gacting jointly) by Holdings, if the Board elects to terminate the Exchange Agreement any Shareholder is in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend material breach of this Agreement and/or at the Merger Agreement to the shareholders time notice of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement termination is not obtaineddelivered.

Termination Events. This Agreement may be terminated at The occurrence of any time before the Closing of the Exchange (except as otherwise provided), whether before following events or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsconditions shall constitute a “Termination Event” hereunder: (a) by mutual written consent The Company shall fail for any reason to make any payment to Nextelligence when required pursuant to the provisions of each of the Requisite Noteholders Section 4.1 and Holdings, Investco and Wirelesssuch failure shall not have been cured within three days thereafter; (b) by either Except as otherwise providedin Section 7.2(a), the Requisite Noteholders Company shall fail to perform or Holdingsbreach or default in any of its obligations under this Agreement and such failure to perform, Investco and Wireless, if delivery breach or default is not cured within sixty days after receipt of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007notice from Nextelligence; (c) by either The Company shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a voluntary petition under any bankruptcy, insolvency or other law for the Requisite Noteholders relief or Holdingsaid of debtors, Investco and Wirelessincluding without limitation the Bankruptcy Code of 1978, if as amended, (iii) make any assignment for the Recapitalization is not substantially consummated on benefit of its creditors or before May 31, 2007(iv) enter into any composition agreement; (d) by either An involuntary petition shall be filed against the Requisite Noteholders Company under any bankruptcy, insolvency or Holdingsother law for the relief or aid of debtors, Investco and Wireless if there shall have been issued an orderincluding without limitation the Bankruptcy Code of 1978, decree or injunction having as amended, which involuntary petition is not dismissed within ninety days after the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation date of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealablefiling thereof; (e) by Any court of competent jurisdiction shall find that the Requisite Noteholders, if either of Holdings, Investco Company is insolvent or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wirelessbankrupt; (f) by Holdings, Investco and Wireless, if any A receiver or trustee shall be appointed for the Company or for all or a substantial portion of the Consenting Noteholders has breached any material provision assets and properties of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholdersparty; (g) by Holdings, if A final judgment shall be entered against the Board elects to terminate Company which is not satisfied or bonded in full within sixty days after the Exchange Agreement in order to accept a Superior Proposaldate of the entry thereof; (h) by All or a substantial portion of the Requisite Noteholdersassets and properties of the Company shall be levied upon, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, seized or withdraws such recommendation; orattached; (i) by either the Requisite Noteholders All or Holdings, Investco and Wireless, if the Shareholder Vote for approval a substantial portion of the Exchange and/or assets and properties of the Merger Agreement Company shall be lost, stolen, damaged or destroyed; (j) The Company shall fail to perform or breach or default in any of its obligations under the Warrants and such failure to perform, breach or default is not obtained.cured within three days after receipt of notice from Nextelligence; or

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by the mutual written consent of each of the Requisite Noteholders SF and Holdings, Investco and WirelessB▇▇▇▇; (b) by either the Requisite Noteholders Sellers or Holdings, Investco and WirelessBuyer, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does Closing has not take taken place on or before April 305:00 p.m. (central time) on March 29, 20072024 (the "End Date"); provided, however, that neither Sellers nor Buyer shall be permitted to terminate this Agreement pursuant to this Section 11.1(b) if the failure to consummate the Transactions by the End Date (as the same may be extended) results from, or is caused by, a material breach by such party of any of its representations, warranties, covenants or agreements contained herein; (c) by either Sellers if: (i) any of the Requisite Noteholders representations and warranties of Buyer contained in this Agreement shall be inaccurate as of the date of this Agreement, or Holdingsshall have become inaccurate as of a date subsequent to the date of this Agreement, Investco such that the condition set forth in Section 10.1 would not be satisfied; or (ii) any of the covenants of Buyer contained in this Agreement shall have been breached such that the condition set forth in Section 10.2 would not be satisfied; provided, however, that if an inaccuracy in any of the representations and Wirelesswarranties of Buyer as of a date subsequent to the date of this Agreement or a breach of a covenant by B▇▇▇▇ is curable by Buyer through the use of reasonable efforts within ten days after Buyer notifies Sellers in writing of the existence of such inaccuracy or breach (the "Buyer Cure Period"), then Sellers may not terminate this Agreement under this Section 11.1(c) as a result of such inaccuracy or breach prior to the expiration of the Buyer Cure Period, provided that Buyer, during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Sellers may not terminate this Agreement pursuant to this Section 11.1(c) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the Recapitalization is not substantially consummated on or before May 31, 2007expiration of the Buyer Cure Period); (d) by either Buyer if: (i) any of representations and warranties of Sellers contained in this Agreement shall be inaccurate as of the Requisite Noteholders date of this Agreement, or Holdingsshall have become inaccurate as of a date subsequent to the date of this Agreement, Investco and Wireless such that the condition set forth in Section 9.1 would not be satisfied; or (ii) if there any of the covenants of Sellers contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied; provided, however, that if an inaccuracy in any of Sellers' representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Sellers is curable by Sellers through the use of reasonable efforts within ten days after Sellers notify Buyer in writing of the existence of such inaccuracy or breach (the "Seller Cure Period"), then Buyer may not terminate this Agreement under this Section 11.1(d) as a result of such inaccuracy or breach prior to the expiration of Seller Cure Period, provided that Sellers, during Seller Cure Period, continue to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 11.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of Seller Cure Period); (e) by Sellers or Buyer, by written notice from Sellers or Buyer to the other, if any Governmental Body of competent jurisdiction shall have issued an ordera Court Order, decree enacted any Law or injunction having the effect of making the Exchange taken any other action restraining, enjoining or the Merger illegal or permanently otherwise prohibiting the consummation of the Exchange Transactions and, in the case of Court Orders and other actions, such Court Order or the Merger, and such order, decree or injunction other action shall have become final and nonappealable; (e) by ; provided, however, that the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders right to terminate the this Agreement pursuant to this Section 11.1(e), is delivered by ) shall not be available to the Requisite Noteholders party seeking to Holdings, Investco terminate if any action of such party or any failure of such party to act has contributed to such Court Order or other action and Wirelesssuch action or failure constitutes a breach of this Agreement; (f) by Holdings, Investco and WirelessSellers, if Sellers (x) have received a bona fide written Acquisition Proposal that the Seller Board determines in good faith, after consultation with its financial advisors and outside counsel, constitutes a Superior Proposal, and the Seller Board determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to the stockholders of SF, and Sellers have complied with the requirements of Section 7.8(d) in regard thereto, and (y) Sellers, simultaneous with such termination, pay to Buyer in immediately available funds any fees required to be paid pursuant to Section 11.3(b); provided, that Sellers agree that they will not enter into a binding agreement related to the Superior Proposal referred to in clause (x) above until at least the fourth Business Day after it has provided the notice to Buyer required by Section 7.8, if any, and in the event of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice change to the terms of such breachSuperior Proposal, specifically identifying the nature of such breach Sellers will, in each case, have delivered to Buyer an additional notice as required by Section 7.8 and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholdersnotice period will have recommenced; (g) by HoldingsBuyer, if the Seller Board elects (i) will have made a Change of Board Recommendation; or (ii) will have failed to terminate reaffirm its approval or recommendation of this Agreement and the Exchange Agreement sale of the Mediasite Business as promptly as reasonably practicable (but in order any event within five Business Days after receipt of any written request to accept a Superior do so from Buyer) at any time following the public disclosure of an Acquisition Proposal;; or (h) by the Requisite Noteholders, Buyer if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement Seller Stockholder Approval is not obtainedobtained at the Seller Meeting.

Termination Events. This Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated at any time before and the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders Transactions may be abandoned prior to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders and Holdings, Investco and Wirelessparties hereto; (b) by either the Requisite Noteholders Buyer or HoldingsSeller, Investco and Wireless, if delivery of a proxy statement by written notice to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007;other if: (ci) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is Closing shall not substantially have been consummated on or before May 315:00 p.m., 2007; (dChicago time on the Termination Date, unless extended by written agreement of the Parties hereto; provided, however, that the right to terminate this Agreement under this Section 11.1(b) by either the Requisite Noteholders shall not be available to any Party whose failure to perform or Holdings, Investco and Wireless if there comply with any of its obligations under this Agreement shall have been issued an orderthe cause of, decree or injunction having shall have resulted in, the effect failure of making the Exchange Closing to occur by such date; or (ii) any Governmental Authority shall have enacted, promulgated, issued, entered or the Merger illegal or permanently enforced (A) any Law prohibiting the consummation of Transactions or making them illegal, (B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Exchange or the MergerTransactions, and such order, decree or injunction which shall have become final and nonappealable;. (ec) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;Buyer: (fi) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision conditions set forth in Sections 7.1 shall have become incapable of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholdersfulfillment; (gii) if all of the conditions set forth in Article VII shall have been satisfied and the Seller shall not have made all of the deliveries required by Holdings, if Sections 9.3 or 9.4 on or before ten (10) days following the Board elects date designated for Closing pursuant to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendationSection 9.1; or (iii) if the Supplemental Information disclosed by Seller pursuant to Section 6.12 demonstrates that a Material Adverse Effect has occurred and is not capable of being cured prior to the Termination Date. (d) by Seller: (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval any of the Exchange and/or conditions set forth in Section 7.2 shall have become incapable of fulfillment; (ii) if all of the Merger Agreement is conditions set forth in Article VII shall have been satisfied and (i) the Buying Parties shall not obtainedhave made all of the deliveries required by Sections 9.2 or 9.4 on or before ten (10) days following the date designated for Closing pursuant to Section 9.1; or (iii) within two (2) Business Days (but not thereafter) following the date its board of directors authorizes Seller to negotiate and execute a definitive acquisition agreement providing for a Superior Proposal.

Termination Events. This Agreement may be terminated and the Purchase may be abandoned, at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders Sellers and Holdings, Investco and WirelessPurchaser; (b) by either Sellers or Purchaser, if: (i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the Requisite Noteholders or Holdingstransactions contemplated by this Agreement; provided, Investco and Wirelessthat the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if delivery of a proxy statement any, under Section 6.3; or (ii) the Closing Date shall not have occurred on or prior to the holders date that is ninety (90) days from the date of this Agreement (the Class A Stock “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in respect material breach of the Shareholder Vote does not take place on or before April 30, 2007this Agreement; (c) by Sellers, if: (i) any of the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, in either case, (x) would result in the Requisite Noteholders failure of a condition set forth in Section 7.3(a), Section 7.3(b), or Holdings, Investco Section 7.1(d) and Wireless(y) which is not curable or, if the Recapitalization curable, is not substantially consummated on or before May 31cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. given by Sellers to Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided, 2007;that Sellers may not terminate this Agreement pursuant to this Section 9.1(c) if any Seller is in material breach of this Agreement; or (d) by either Purchaser, if: (i) any of the Requisite Noteholders representations and warranties of any Seller contained in Article IV shall fail to be true and correct or Holdings, Investco and Wireless if (ii) there shall have been issued an orderbe a breach by any Seller of any covenant or agreement of Sellers in this Agreement that, decree in either case, (x) would result in the failure of a condition set forth in Section 7.2(a), Section 7.2(b) or injunction having Section 7.1(d) and (y) which is not curable or, if curable, is not cured upon the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation occurrence of the Exchange or earlier of (1) the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days 30th day after written notice of such breachthereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the End Date; provided, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to that Purchaser may not terminate the this Agreement pursuant to this Section 11.1(e), 9.1(d) if Purchaser is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any in material provision breach of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedAgreement.

Termination Events. This Agreement may be terminated and the Purchase may be abandoned, at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders Sellers and Holdings, Investco and WirelessPurchaser; (b) by either Sellers or Purchaser, if: (i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the Requisite Noteholders or Holdingstransactions contemplated by this Agreement; provided, Investco and Wirelessthat the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if delivery of a proxy statement any, under Section 6.3; or (ii) the Closing Date shall not have occurred on or prior to the holders date that is ninety (90) days from the date of this Agreement (the Class A Stock “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in respect material breach of the Shareholder Vote does not take place on or before April 30, 2007this Agreement; (c) by Sellers, if: (i) any of the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, in either case, (x) would result in the Requisite Noteholders failure of a condition set forth in Section 7.3(a), Section 7.3(b), or Holdings, Investco Section 7.1(d) and Wireless(y) which is not curable or, if the Recapitalization curable, is not substantially consummated on or before May 31cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Sellers to Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided, 2007;that Sellers may not terminate this Agreement pursuant to this Section 9.1(c) if any Seller is in material breach of this Agreement; or (d) by either Purchaser, if: (i) any of the Requisite Noteholders representations and warranties of any Seller contained in Article IV shall fail to be true and correct or Holdings, Investco and Wireless if (ii) there shall have been issued an orderbe a breach by any Seller of any covenant or agreement of Sellers in this Agreement that, decree in either case, (x) would result in the failure of a condition set forth in Section 7.2(a), Section 7.2(b) or injunction having Section 7.1(d) and (y) which is not curable or, if curable, is not cured upon the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation occurrence of the Exchange or earlier of (1) the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days 30th day after written notice of such breachthereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the End Date; provided, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to that Purchaser may not terminate the this Agreement pursuant to this Section 11.1(e), 9.1(d) if Purchaser is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any in material provision breach of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedAgreement.

Termination Events. This Agreement may may, by notice given prior to or at the Closing, be terminated at terminated: 12.1.1 by mutual consent of the Acquiror, the Acquiror Stockholder and the Shareholder (acting jointly); 12.1.2 by the Acquiror, if any time of the conditions in Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Shareholder, if any of the Exchange (except conditions in Section 11 have not been satisfied as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (a) by mutual written consent of each of the Requisite Noteholders and Holdings, Investco and Wireless; Closing Date or if satisfaction of such a condition is or becomes impossible (b) by either other than through the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect failure of the Shareholder Vote does and/or any member of CMN Management to comply with its obligations under this Agreement) and the Shareholder has not take place waived such condition on or before April 30, 2007the Closing Date; (c) 12.1.3 by either the Requisite Noteholders Acquiror or Holdings, Investco and Wirelessthe Shareholder, if the Recapitalization is Closing has not substantially consummated on occurred other than due to the failure of the Acquiror (in the event the Acquiror seeks to terminate this Agreement) or before May 31the Shareholder (in the event it seeks to terminate this Agreement) to comply with their respective obligations under this Agreement, 2007forty-five (45) days after the final mailing of the Schedule 14(f) Filing to the stockholders of the Acquiror (which mailing shall occur within five (5) Business Days after the end of the SEC review period of the Schedule 14(f) Filing),or such later date as the parties may agree upon ( the “Outside Date”); (d) 12.1.4 by either the Requisite Noteholders or HoldingsAcquiror, Investco and Wireless if there shall have been issued an orderentered a final, decree nonappealable order or injunction having the effect of making the Exchange any PRC Governmental Authority restraining or the Merger illegal or permanently prohibiting the consummation of the Exchange transactions contemplated hereby or the MergerCompany or the Shareholder has not received all required PRC government approvals by September 30, 2005 required to consummate the transaction contemplated by this agreement; 12.1.5 by the Acquiror, if, prior to the Closing Date, the Company, the Shareholder or any member of CMN Management is in material breach of any representation, warranty, covenant or agreement herein contained and such order, decree or injunction breach shall have become final and nonappealable; (e) not be cured within 10 days of the date of notice of default served by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of Acquiror claiming such breach; provided, specifically identifying however, that the nature of such breach and the intent of the Requisite Noteholders right to terminate the this Agreement pursuant to this Section 11.1(e), 12.1.5 shall not be available to the Acquiror if the Acquiror is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any in material provision breach of this Agreement at the time notice of termination is delivered; 12.1.6 by the Company or the Shareholder, if, prior to the Closing Date, the Acquiror or the Acquiror Stockholder is in material breach of any representation, warranty, covenant or agreement herein contained and any such breach remains uncured for a shall not be cured within 10 days of the date of notice of default served by the Company, or the Shareholder claiming such breach or, if such breach is not curable within such 10 day period, such longer period of five (5) days after written notice of time as is necessary to cure such breach; provided, specifically identifying however, that the nature of such breach and the intent of Holdings, Investco and Wireless right to terminate the this Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, 12.1.6 shall not be available if the Board elects Company, the Shareholder or any member of CMN Management to terminate the Exchange Agreement is in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend material breach of this Agreement and/or at the Merger Agreement to the shareholders time notice of Holdings, or withdraws such recommendationtermination is delivered; or 12.1.7 by the Company or the Shareholder (i) by either the Requisite Noteholders or Holdings, Investco and Wirelessacting jointly), if prior to the Shareholder Vote for approval Closing Date, the Company approves any merger, liquidation, recapitalization, consolidation or other business combination involving the Company or the Company Subsidiaries or any capital stock or any material portion of the Exchange and/or assets of the Merger Agreement Company or any Company Subsidiary, or any combination of the foregoing (an “Acquisition Transaction”), except as required by the Restructuring. 12.1.8 by the Acquiror, if, in its sole discretion, the results of the Company’s corporate and financial due diligence are unsatisfactory. 12.1.9 by the Acquiror if the Actual HK Net Profit is not obtainedat or below RMB6 million.

Termination Events. This Agreement may be terminated at any time before The Cash Manager or the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsGuarantor: (a) by mutual may (with the prior written consent of each the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that the termination of this Agreement would be materially prejudicial to the interests of the Requisite Noteholders and HoldingsCovered Bondholders) terminate this Agreement with respect to the Account Bank in the event that the matters specified in paragraph (i), Investco and Wireless(vi), (vii), or (viii) below occur; (b) by either shall (with the Requisite Noteholders or Holdingsprior written consent of the Bond Trustee, Investco and Wireless, if delivery which consent shall not be withheld unless the Bond Trustee determines that the termination of a proxy statement this Agreement would be materially prejudicial to the holders interests of the Class A Stock Covered Bondholders) terminate this Agreement with respect to the Account Bank in the event that any of the matters specified in paragraphs (iii) to (v) (inclusive) below occurs, (c) in the event that any of the matters specified in paragraph (ii) or (ix) below occur, will take the actions described in Section 4.1(f) of the Cash Management Agreement and the Guarantor will terminate this Agreement, in each case by serving a written notice of termination on the Account Bank (such termination to be effective three Canadian Business Days following service of such notice and, in the case of (c), no later than five Canadian Business Days following the occurrence of any of the matters specified therein) directing the Account Bank to transfer all funds standing in the Guarantor Accounts maintained by the Account Bank to a third party selected by the Guarantor (or the Cash Manager on its behalf) and, on the same day, serving (if applicable) a Stand-By Account Bank Notice on the Stand-By Account Bank, in any of the following circumstances: (i) if a deduction or withholding for or on account of any Tax is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the Shareholder Vote does not take place interest payable on or before April 30, 2007any Guarantor Account held with the Account Bank; (cii) by either if one or more Rating Agencies downgrades the Requisite Noteholders unsecured, unsubordinated and unguaranteed debt obligations or Holdingsissuer default rating, Investco and Wirelessas applicable, if of the Recapitalization is not substantially consummated on or before May 31, 2007Account Bank below the Account Bank Required Ratings; (diii) by either if the Requisite Noteholders Account Bank, otherwise than for the purposes of such amalgamation, merger or Holdingsreorganization as is referred to in paragraph (iv) below, Investco and Wireless if there shall have been issued ceases or, through an orderauthorized action of the board of directors of the Account Bank, decree threatens to cease to carry on all or injunction having the effect substantially all of making the Exchange its business or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealableAccount Bank; (eiv) if an order is made or an effective resolution is passed for the winding-up of the Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation, merger or reorganization the terms of which have previously been approved in writing by the Requisite NoteholdersGuarantor and the Bond Trustee (such approval not to be unreasonably withheld or delayed); (v) an Insolvency Proceeding occurs in respect of the Account Bank; or (vi) default is made by the Account Bank in the performance or observance of its covenants and obligations, if either or a breach by the Account is made of Holdingsany of its representations and warranties under Sections 8.1(d), Investco 8.1(e), 8.1(f), 8.1(g) and 8.1(h); (vii) default is made by the Account Bank in the performance or Wireless has breached observance of any material provision of its other covenants and obligations under this Agreement and any such breach remains uncured default continues unremedied for a period of five thirty (530) days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice of such breach, specifically identifying from the nature of such breach and Bond Trustee requiring the intent of the Requisite Noteholders same to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wirelessbe remedied; (fviii) by Holdingsif the Account Bank materially breaches its obligations under this Agreement, Investco and Wirelessthe Guaranteed Deposit Account Contract and/or the Security Agreement, if or any of the Consenting Noteholders has breached representations and warranties of the Account Bank hereunder (other than the representations, warranties and covenants under Sections 8.1(d), 8.1(e), 8.1(f), 8.1(g) and 8.1(h)) or thereunder is incorrect in any material provision respect, provided that Rating Agency Condition is satisfied for the termination of this Agreement and any following such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendationmisrepresentation; or (iix) by either an Issuer Event of Default occurs (provided that the Requisite Noteholders Account Bank is the Issuer or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedan Affiliate thereof).

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by the mutual written consent of each of the Requisite Noteholders Company and Holdings, Investco and Wirelessthe Purchaser; (b) by either the Requisite Noteholders Company or Holdings, Investco and Wirelessthe Purchaser, if delivery the Closing shall not have been consummated by April 30, 2013 for any reason; provided, however, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party whose action or failure to act has been a principal cause of a proxy statement to or resulted in the holders failure of the Class A Stock in respect of the Shareholder Vote does not take place Closing to occur on or before April 30, 2007such date and such action or failure to act constitutes a material breach of this Agreement; (c) by either Company or the Requisite Noteholders or Holdings, Investco and WirelessPurchaser, if a governmental entity shall have issued an order, decree or ruling or taken any other action after the Recapitalization is not substantially consummated on date hereof, in any case having the effect of permanently restraining, enjoining or before May 31otherwise prohibiting the Closing, 2007which order, decree, ruling or other action shall have become final and non-appealable; (d) by either the Requisite Noteholders Company, upon a breach of any representation, warranty, covenant or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having agreement on the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation part of the Exchange Purchaser set forth in this Agreement, or if any representation or warranty of the Merger, and such order, decree or injunction Purchaser shall have become final untrue, in either case such that the conditions set forth in Section 5.1 or Section 5.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the Purchaser’s representations and nonappealablewarranties or breach by the Purchaser is curable by the Purchaser through the exercise of its commercially reasonable efforts, then the Company may not terminate this Agreement under this Section 7.2(d) for thirty (30) days after delivery of written notice from the Company to the Purchaser of such breach, provided the Purchaser continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that the Company may not terminate this Agreement pursuant to this paragraph (d) if such breach or inaccuracy by the Purchaser is cured during such thirty (30) day period); (e) by the Requisite NoteholdersPurchaser upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 4.1 or Section 4.2 would not be satisfied as of Holdingsthe time of such breach or as of the time such representation or warranty shall have become untrue, Investco provided, that if such inaccuracy in the Company’s representations and warranties or Wireless has breached any material provision breach by the Company is curable by the Company through the exercise of its commercially reasonable efforts, then the Purchaser may not terminate this Agreement and any such breach remains uncured under this Section 7.2(e) for a period of five thirty (530) days after delivery of written notice from the Purchaser to the Company of such breach, specifically identifying provided the nature of Company continues to exercise commercially reasonable efforts to cure such breach and or inaccuracy (it being understood that the intent of the Requisite Noteholders to Purchaser may not terminate the this Agreement pursuant to this Section 11.1(e), is delivered paragraph (e) if such breach or inaccuracy by the Requisite Noteholders to Holdings, Investco and Wireless;Company is cured during such thirty (30)-day period); or (f) by Holdings, Investco and Wirelessthe Purchaser, if any a Material Adverse Effect has occurred prior to the Closing with respect to the Company; provided, that if such Material Adverse Effect is curable by the Company through the exercise of its commercially reasonable efforts, then the Consenting Noteholders has breached any material provision of Purchaser may not terminate this Agreement and any such breach remains uncured under this Section 7.2(f) for a period of five thirty (530) days after delivery of written notice from the Purchaser to the Company of such breachMaterial Adverse Effect, specifically identifying provided the nature of Company continues to exercise commercially reasonable efforts to cure such breach and Material Adverse Effect (it being understood that the intent of Holdings, Investco and Wireless to Purchaser may not terminate the this Agreement pursuant to this Section 11.1(fparagraph (f) if such Material Adverse Effect is cured during such thirty (30)-day period), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by the mutual written consent of each of the Requisite Noteholders Purchaser and Holdings, Investco and Wirelessthe Seller; (b) by either the Requisite Noteholders or Holdings, Investco and Wireless, Purchaser if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does Closing has not take taken place on or before April the date that is thirty (30, 2007) days following the date of this Agreement (other than as a result of any failure on the part of the Purchaser to comply with or perform its covenants and obligations under this Agreement); (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, Seller if the Recapitalization is Closing has not substantially consummated taken place on or before May 31, 2007the date that is thirty (30) days following the date of this Agreement (other than as a result of any failure on the part of the Seller to comply with or perform any covenant or obligation set forth in this Agreement); (d) by either the Requisite Noteholders Purchaser or Holdings, Investco and Wireless the Seller if there a court of competent jurisdiction or other Governmental Body shall have been issued an a final and nonappealable order, decree or injunction ruling, or shall have taken any other action, having the effect of making the Exchange permanently restraining, enjoining or the Merger illegal or permanently otherwise prohibiting the consummation any of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealableTransactions; (e) by the Requisite Noteholders, Purchaser if either any of Holdings, Investco or Wireless has breached any material provision the Seller’s representations and warranties contained in this Agreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), or if any of the Seller’s covenants contained in this Agreement shall have been breached in any respect; provided, however, that the Purchaser may not terminate this Agreement under this Section 7.1(e) on account of an inaccuracy in the Seller’s representations and any warranties, or on account of a breach of a covenant by the Seller, unless: (i) such inaccuracy or breach remains uncured for a period of five would cause the conditions in Sections 5.1 or 5.2 not to be satisfied; and (5ii) such inaccuracy or breach (if curable) is not cured by the Seller within 30 calendar days after receiving written notice from the Purchaser of such inaccuracy or breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;; or (f) by Holdings, Investco and Wireless, the Seller if any of the Consenting Noteholders has breached any material provision Purchaser’s representations and warranties contained in this Agreement shall have been inaccurate as of the date of this Agreement and or shall have become inaccurate as of any subsequent date (as if made on such breach remains uncured for a period subsequent date), or if any of five (5) days after written notice of such breachthe Purchaser’s covenants contained in this Agreement shall have been breached in any respect; provided, specifically identifying however, that neither the nature of such breach and the intent of Holdings, Investco and Wireless to Seller may terminate the this Agreement pursuant to under this Section 11.1(f), is delivered by Holdings 7.1(f) on account of an inaccuracy in the Purchaser’s representations and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept warranties or on account of a Superior Proposal; (h) breach of a covenant by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or Purchaser unless: (i) by either such inaccuracy or breach would cause the Requisite Noteholders conditions in Section 6.1 or Holdings, Investco 6.2 not to be satisfied; and Wireless, (ii) such inaccuracy or breach (if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement curable) is not obtainedcured by the Purchaser within 30 calendar days after receiving written notice from the Seller of such inaccuracy or breach.

Termination Events. This Agreement may be terminated at any time before prior to the Closing of the Exchange Effective Time (except as otherwise provided), whether before or after adoption of this Agreement by the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows:Required Company Stockholder Approval): (a) by mutual written consent duly authorized by the boards of each directors of Parent and the Requisite Noteholders and Holdings, Investco and WirelessCompany; (b) by either Parent or the Requisite Noteholders Company if the Merger shall not have been consummated by December 31, 2008; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose action or Holdings, Investco and Wireless, if delivery of failure to act has been a proxy statement to the holders principal cause of the Class A Stock in respect failure of the Shareholder Vote does not take place Merger to occur on or before April 30, 2007such date and such action or failure to act constitutes a breach of this Agreement; (c) by either Parent or the Requisite Noteholders Company if a court of competent jurisdiction or Holdingsother Governmental Body shall have issued a final and nonappealable order, Investco and Wirelessdecree or ruling, if or shall have taken any other action, having the Recapitalization is not substantially consummated on effect of permanently restraining, enjoining or before May 31, 2007;otherwise prohibiting the Merger or execution of the Creditor Plan; and (d) (i) by either the Requisite Noteholders or HoldingsParent, Investco and Wireless if (A) there shall have been issued an ordera breach by the Company of any of its representations, decree warranties, covenants or injunction having agreements contained in this Agreement, which breach would result in the effect of making the Exchange failure to satisfy one or the Merger illegal or permanently prohibiting the consummation more of the Exchange conditions set forth in Section 7.1 or the Merger7.2, and (B) such order, decree or injunction breach shall have become final and nonappealable; (e) by the Requisite Noteholdersbe incapable of being cured or, if either capable of Holdingsbeing cured, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of shall not have been cured within five (5) business days after written notice thereof shall have been given to the Company, or (ii) by the Company, if (A) there shall have been a breach by Parent or Merger Sub of such breachany of their representations, specifically identifying warranties, covenants or agreements contained in this Agreement, which breach would result in the nature failure to satisfy one or more of the conditions set forth in Section 8.1 or 8.2, and (y) such breach and the intent shall be incapable of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wirelessbeing cured or, if any capable of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of being cured, shall not have been cured within five (5) business days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless thereof shall have been given to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedParent.

Termination Events. This Agreement may be terminated and the Transactions may be abandoned at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders Sellers and Holdings, Investco and WirelessPurchaser; (b) by either the Requisite Noteholders or Holdings, Investco and WirelessPurchaser, if delivery of a proxy statement it determines, using its sole and absolute discretion, that at the Closing it will be unable to the holders obtain all right, title and interest in and to any of the Class A Stock in respect Intellectual Property or the Software necessary for its operation of the Shareholder Vote does not take place on or before April 30Business and the Assets, 2007free and clear of any Encumbrances; (c) by either the Requisite Noteholders or Holdings, Investco and WirelessPurchaser, if the Recapitalization is Sale Order has not substantially consummated on or before May 31, 2007been entered within 40 days after the date hereof; (d) by either Purchaser, if the Requisite Noteholders Closing shall not have occurred within (i) 45 days after the date hereof, or Holdings(ii) 60 days after the date hereof, Investco and Wireless if there the failure of the Closing to occur by such date shall have been caused by a stay issued an order, decree by the Bankruptcy Court upon motion of a creditor or injunction having other party in interest (other than Sellers) relating to the effect of making the Exchange Transaction or the Merger illegal or permanently prohibiting bidding process, provided, in the consummation case of clauses (i) and (ii) hereof, that the failure of the Exchange Closing to occur by such applicable date shall not have been caused by, or the Mergerresult from, and such order, decree or injunction shall have become final and nonappealablea breach of this Agreement by Purchaser; (e) by Purchaser, in the Requisite Noteholders, if either event of Holdings, Investco or Wireless has breached any material provision breach by Sellers of this Agreement any of Sellers' agreements, representations or warranties contained herein and any the failure of Sellers to cure such breach remains uncured for a period of within five (5) business days after receipt of written notice of such breach, specifically identifying the nature of from Purchaser requesting such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wirelessbe cured; (f) by HoldingsSellers, Investco and Wireless, if in the event of any material breach by Purchaser of any of Purchaser's agreements, representations or warranties contained herein and the Consenting Noteholders has breached any material provision failure of this Agreement and any Purchaser to cure such breach remains uncured for a period of within five (5) business days after written receipt of notice of such breach, specifically identifying the nature of from Sellers requesting such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders;be cured; or (g) by Holdingsautomatically, if the Board elects to terminate Bankruptcy Court deems a Person other than Purchaser as the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedSuccessful Bidder.

Termination Events. This Agreement may (a) If either (i) all of any Related Premises shall be terminated taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any time before the Closing one or all of the Exchange Related Premises described in the above clauses (except i) and (ii) above being hereinafter referred to as otherwise providedthe "Affected Premises" and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a "Termination Event"), whether before then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting NoteholdersCasualty, as the case may be, as follows: to give to Landlord written notice (aa "Termination Notice") by mutual written consent of each in the form described in Paragraph 18(b) of the Requisite Noteholders Tenant's election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and Holdings, Investco and Wireless;19. (b) by either A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease as to the Requisite Noteholders or HoldingsAffected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), Investco (ii) a binding and Wirelessirrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), if the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a proxy statement Termination Notice, Landlord and Tenant shall commence to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007;determine Fair Market Value. (c) If Landlord shall reject such offer by either Tenant to pay to Landlord the Requisite Noteholders or HoldingsTermination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection") which Rejection shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount, Investco and Wirelessnot later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Recapitalization is not substantially consummated Affected Premises (collectively, "Remaining Obligations") on or before May 31prior to the Termination Date, 2007;then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations. (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there Unless Tenant shall have been issued an orderreceived a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, decree Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or injunction having its designee the effect of making the Exchange Affected Premises or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Mergerremaining portion thereof, if any, and such orderany Net Award, decree or injunction shall have become final and nonappealable;all in accordance with Paragraph 20. (e) by In the Requisite Noteholders, if either event of Holdings, Investco or Wireless has breached any material provision the termination of this Agreement Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and any effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such breach remains uncured for termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a period of five (5) days after written notice of such breach, specifically identifying percentage equal to the nature of such breach and the intent sum of the Requisite Noteholders to terminate percentages set forth on Exhibit "F" for the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedRemaining Premises.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Votemay, by written notice from given prior to or at the Requisite Noteholders to Holdings and Investco or HoldingsClosing, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (a) by 11.1.1 By mutual written consent of each the Acquiror and the Shareholders (acting jointly); 11.1.2 By the Acquiror, if any of the Requisite Noteholders and Holdings, Investco and Wireless; (b) by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders conditions in Section 9 has not been satisfied as of the Class A Stock in respect Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Shareholder Vote does Acquiror to comply with its obligations under this Agreement) and the Acquiror has not take place waived such condition on or before April 30, 2007; the Closing Date; or (cii) by either the Requisite Noteholders or Holdings, Investco and WirelessShareholders (acting jointly), if any of the Recapitalization conditions in Section 10 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not substantially consummated waived such condition on or before May 31, 2007the Closing Date; (d) by 11.1.3 By either the Requisite Noteholders Acquiror or Holdingsthe Shareholders (acting jointly), Investco and Wireless if there shall have been issued an orderentered a final, decree nonappealable order or injunction having the effect of making the Exchange any Governmental Authority restraining or the Merger illegal or permanently prohibiting the consummation of the Exchange transactions contemplated hereby; 11.1.4 By the Acquiror, if, prior to the Closing Date, the Company or the Mergerany Shareholder is in material breach of any representation, warranty, covenant or agreement herein contained and such order, decree or injunction breach shall have become final and nonappealable; (e) not be cured within 10 days of the date of notice of default served by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of Acquiror claiming such breach; provided, specifically identifying however, that the nature of such breach and the intent of the Requisite Noteholders right to terminate the this Agreement pursuant to this Section 11.1(e), 11.1.5 shall not be available to the Acquiror if the Acquiror is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any in material provision breach of this Agreement at the time notice of termination is delivered; 11.1.5 By the Shareholders (acting jointly), if, prior to the Closing Date, the Acquiror is in material breach of any representation, warranty, covenant or agreement herein contained and any such breach remains uncured for a period shall not be cured within 10 days of five (5) days after written the date of notice of default served by the Shareholders claiming such breach; provided, specifically identifying however, that the nature of such breach and the intent of Holdings, Investco and Wireless right to terminate the this Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco 11.1.6 shall not be available to the Consenting Noteholders; Shareholders (gacting jointly) by Holdings, if the Board elects to terminate the Exchange Agreement any Shareholder is in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend material breach of this Agreement and/or at the Merger Agreement to the shareholders time notice of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement termination is not obtaineddelivered.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsterminated: (a) by mutual written consent the Buyer if a material breach of each any provision of this Agreement has been committed by the Requisite Noteholders Seller or Parent, and Holdingssuch breach has not been either (i) waived in writing, Investco and Wirelessor (ii) cured within ten (10) days after notice of such breach is delivered by Buyer to the Seller; (b) by the Seller if a material breach of any provision of this Agreement has been committed by the Buyer or Carmell and such breach has not been either (i) waived in writing, or (ii) if capable of being cured, cured within ten (10) days after notice of such breach is delivered by the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement Seller to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007Buyer; (c) by either the Requisite Noteholders Buyer if any of the conditions precedent set forth in Section 8.01 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of January 17, 2025 or Holdings, Investco if satisfaction of such a condition becomes impossible (other than through failure of the Buyer to comply with its obligations under this Agreement) and Wireless, if the Recapitalization is Buyer has not substantially consummated waived such condition on or before May 31, 2007such date; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless Seller if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation any of the Exchange conditions precedent set forth in Section 8.02 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of January 17, 2025 or if satisfaction of such a condition becomes impossible (other than through failure of the Merger, Seller or Parent to comply with their respective obligations under this Agreement) and the Seller has not waived such order, decree condition on or injunction shall have become final and nonappealablebefore such date; (e) by the Requisite NoteholdersBuyer if, if either of Holdings, Investco or Wireless has breached any material provision since the date of this Agreement and Agreement, there has been, or there has occurred any such breach remains uncured for a period of five (5) days after written notice of such breachevent which would be reasonably likely to result in, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;any Material Adverse Effect; and (f) by Holdings, Investco and Wireless, if any mutual written agreement of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breachBuyer, specifically identifying on the nature of such breach one hand, and the intent of HoldingsSeller, Investco and Wireless to terminate on the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedother hand.

Termination Events. This Agreement may be terminated at any time before prior to the Closing of the Exchange (except as otherwise provided)Date, whether before or after the Surviving Company Shareholder Vote, by written notice from the Requisite Noteholders to Holdings Approval and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsSeller Shareholder have been obtained: (a) by mutual written consent of each of Seller and the Requisite Noteholders and Holdings, Investco and WirelessSurviving Company; (b) by either Seller or the Requisite Noteholders Surviving Company: (i) if, upon a vote at a duly held Surviving Company Shareholders Meeting or Holdingsany adjournment thereof at which the Surviving Company Shareholder Approval shall have been voted upon, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Surviving Company Shareholder Vote does Approval shall not take place on or before April 30, 2007have been obtained; (cii) by either the Requisite Noteholders if, upon a vote at a duly held Seller Shareholders Meeting or Holdingsany adjournment thereof at which Seller Shareholder Approval shall have been voted upon, Investco and Wireless, Seller Shareholder Approval shall not have been obtained; (iii) if the Recapitalization is Sale shall not substantially have been consummated on or before May December 31, 20071999, unless the failure to consummate the Sale is the result of a material breach of this Agreement by the party seeking to terminate this Agreement; (div) by either the Requisite Noteholders or Holdings, Investco and Wireless if there any Governmental Entity shall have been issued an order, injunction, decree or injunction having the effect of making the Exchange ruling or the Merger illegal taken any other action permanently enjoining, restraining or permanently otherwise prohibiting the consummation of the Exchange or the Merger, Sale and such order, decree injunction, decree, ruling or injunction other action shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (iv) in the event of a material breach by the other party of any representation, warranty, covenant or other agreement contained in this Agreement that cannot be or has not been cured within 30 days after the giving of written notice to the breaching party of such breach (a "Material Breach") (provided that the terminating party is not then in Material Breach of any representation, warranty, covenant or other agreement contained in this Agreement); or (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if Surviving Company in the event of any material breach by any Principal Seller Shareholder Vote for approval of the Exchange and/or terms of the Merger Agreement is not obtainedSeller Shareholders' Agreement.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders Purchaser and Holdings, Investco and Wirelessthe Seller; (b) by either written notice from the Requisite Noteholders Seller to the Purchaser (a “Seller Notice”) or Holdingsfrom the Purchaser to the Seller (a “Purchaser Notice”), Investco and Wirelessas the case may be, if delivery there has been a breach of any representation, warranty, covenant or agreement by the Company or Seller, in the case of a proxy statement to Purchaser Notice, or by the holders Purchaser, in the case of Seller Notice, or any such representation or warranty shall become untrue after the Class A Stock in respect date hereof, and such breach is not curable or, if curable, is not cured within the earlier of (i) thirty(30) days after written notice thereof is given by the Shareholder Vote does not take place on Purchaser or before April 30the Seller, 2007as applicable, and (ii) the Expiration Date; (c) by either a Purchaser Notice or a Seller Notice, as the Requisite Noteholders or Holdingscase may be, Investco and Wireless, if in the Recapitalization is event the Closing has not substantially consummated occurred on or before May 31prior to April 15, 20072020 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the party seeking such termination; provided, however, that if Closing shall not have occurred due to a failure to satisfy the closing condition contained in Section 7.4 (Consents) or Section 6.2 (HSR Act) hereof, the Purchaser shall be entitled, but not obligated, to extend the Expiration Date for up to sixty (60) days upon written notice of such extension to the Seller, which notice shall specify a new Expiration Date, which shall then be the Expiration Date for all purposes under this Agreement; (d) by either Purchaser Notice, if between the Requisite Noteholders date hereof and the Closing, an event or Holdings, Investco and Wireless if there condition occurs that has or is reasonably likely to have a Material Adverse Effect; and (e) by Purchaser Notice or Seller Notice in the event that any Governmental Body shall have been issued an order, decree or injunction having the effect of making the Exchange ruling or the Merger illegal taken any other action restraining, enjoining or permanently otherwise prohibiting the consummation of the Exchange or the Merger, transactions contemplated by this Agreement and such order, decree decree, ruling or injunction other action shall have become final and nonappealable; (e) by ; provided, that the Requisite Noteholdersparty so requesting termination shall have used its commercially reasonable efforts, if either of Holdingsin accordance with Section 5.18, Investco to have such order, decree, ruling or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedother action vacated.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (a) This Agreement shall automatically terminate (without the requirement of notice to or by any person) upon the occurrence of any of the following (each, an “Automatic Termination Event”): (i) the Expiration Date; (ii) the RSA is terminated according to its terms; (iii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; (iv) by the mutual written consent of each of the Company and the Requisite Noteholders Noteholders; or (v) if the Class A Preferred Offering and Holdingsthe Class B Exchange Offer are not consummated on or before December 31, Investco and Wireless;2019. (b) The Requisite Noteholders, or, in the case of clauses (i), (iii) and (viii) below, the Deferring Noteholders that are holders of at least 40% of the aggregate principal amount of the Notes held by either the Requisite Noteholders or HoldingsDeferring Noteholders, Investco and Wirelessshall have the right, if delivery of a proxy statement but not the obligation, upon five Business Days’ notice to the holders Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Deferring Noteholder Termination Event”): (i) the board of directors of the Company does not unconditionally approve this Agreement on or before August 8, 2019; (ii) DTC has not received from DTC participants effective instructions to suppress the Deferred Interest Payments with respect to at least 80% of the aggregate principal amount of the Notes on or before August 15, 2019; (iii) the shareholders of the Company do not approve the Public Offerings, the Class C Preferred Offering and the issuance of the preferred shares contemplated thereby in accordance with applicable law and the Company’s estatuto social on or before September 16, 2019; (iv) a breach by Company of any of its agreements, covenants, representations or warranties in this Agreement; (v) the occurrence of an Event of Default pursuant to the terms of the Indenture, other than an Event of Default related to the Payment Deferral; (vi) the RSA is not entered into by the Company as of the date of this Agreement; (vii) the breach by the Company of the RSA; (viii) (A) the Company does not launch the Class B Exchange Offer on or before October 7, 2019; provided that, to the extent the Company has previously submitted the Offering Documents (as such term is defined in the RSA) to the CNV on or before August 30, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Deferring Noteholders) extend, one time only, such date by no more than 30 calendar days; or (B) the Company does not launch the Class A Preferred Offering, the Common Shares Exchange Offer and the Preemptive Rights Offerings on or before the date that is 10 Business Days after the date the Class B Exchange Offer is launched; (ix) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of any of the Class A Stock Preferred Offering, the Class B Exchange Offer, the Preemptive Rights Offerings or the Consent Solicitation beyond the Expiration Date; (x) the Company publicly announces its intention not to comply with the terms of this Agreement; (xi) one or more judgments or orders for the payment of money exceeding in respect the aggregate US$1.0 million (or its equivalent in other currencies) is rendered against the Company by a judicial Authority and any such judgments or decrees are not satisfied, vacated, discharged or stayed or bonded pending appeal within 30 days after the entry thereof; (xii) any administrative or judicial Authority imposes or executes an embargo or similar proceedings against the Company’s assets for an amount in excess of US$1.0 million (or its equivalent in other currencies) and it is not vacated or stayed during the following 30 days; (xiii) the Company or any of its Subsidiaries fails to pay any Indebtedness or breaches any of its obligations under any agreement pursuant to which any of the Shareholder Vote does not take place on Company’s or any Subsidiary of the Company’s outstanding Indebtedness was incurred for an amount in excess of US$1.0 million (or its equivalent in other currencies) and such failure to pay or breach results in the acceleration of such Indebtedness; or (xiv) the occurrence after the date of this Agreement of (A) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its Subsidiaries, taken as a whole; (B) any material adverse change in the ability of Company to consummate the transactions contemplated hereby to occur before April 30, 2007;the Expiration Date; (C) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (D) any material adverse change in any of the rights and remedies of the Deferring Noteholders under this Agreement or the Indenture. (c) by either The Company shall have the right, but not the obligation, upon five Business Days’ notice to the Requisite Noteholders, to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material breach by one or more Deferring Noteholders of this Agreement; provided, however, that to the extent that non-breaching Deferring Noteholders party to this Agreement continue to be the beneficial owners of at least 85% of the aggregate principal amount of the Notes, the Company may only terminate this Agreement with respect to the breaching Deferring Noteholder(s) (which shall, by itself, not constitute a Company Termination Event); or (ii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by any Authority or Holdings, Investco and Wireless, if any court of competent jurisdiction of any ruling or order that prevents or delays the consummation of the Recapitalization is not substantially consummated on or before May 31, 2007;beyond the Expiration Date. (d) by either Upon the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation occurrence of the Exchange or Termination Date, (i) other than Sections 2(k), 10, 11(e), 11(f), 11(g) and 11(l) hereof, this Agreement shall terminate and all obligations of the MergerParties hereunder shall automatically and immediately terminate, and such orderbe of no further force and effect and (ii) the Deferred Interest Payments, decree or injunction together with any other amounts related to the Payment Deferral due and payable pursuant the terms of the Indenture, shall have immediately become final due and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision payable. For purposes of this Agreement and any such breach remains uncured for Agreement, “Termination Date” means the earlier of (i) the date on which an Automatic Termination Event occurs or (ii) on the fifth Business Day following the delivery of a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; 4(b) hereof (gDeferring Noteholder Termination Event) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) or by the Requisite Noteholders, if the Board fails Company pursuant to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or Section 4(c) hereof (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedCompany Termination Event).

Termination Events. This (a) Subject to Section 4(d), this Agreement may be terminated at shall automatically terminate (without the requirement of notice to or by any time before person) upon the Closing occurrence of any of the following (each, an “Automatic Termination Event”): (i) the failure of the Company to consummate the Exchange Offer by May 30, 2019; provided that, to the extent the Company has previously submitted the applicable Offering Documents to the CNV on or before April 1, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (except without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days (such date, as otherwise providedso extended if applicable, the “Expiration Date”); (ii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), whether before (5), (6), (7) or after (8) of the Shareholder VoteIndenture; or (iii) by the mutual written consent of the Company and the Requisite Noteholders. (b) Subject to Section 4(d), by written notice from the Requisite Noteholders shall have the right, but not the obligation, upon five Business Days’ notice to Holdings the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Consenting Noteholder Termination Event”): (i) the Company fails to comply with any of its agreements or covenants under the Interest Deferral Agreement or breaches any representation or warranty of the Company set forth in the Interest Deferral Agreement; (ii) the shareholders of the Company do not approve the Exchange Offer and Investco the issuance of the Preferred Shares in accordance with applicable law and the Company’s estatuto social on or Holdingsbefore March 15, Investco 2019; (iii) definitive documentation setting forth Acceptable Other Indebtedness Terms shall not have been agreed to by the Company and Wireless each creditor under such Other Indebtedness on or before the consummation of the Recapitalization; (iv) the Company does not launch the Exchange Offer on or before April 29, 2019; provided that, to the extent the Company has previously submitted the applicable Offering Documents to the CNV on or before April 1, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days; (v) the occurrence of an Event of Default (as defined in the Indenture) pursuant to the terms of the Indenture (as in effect on the date hereof), other than an Event of Default related to the Payment Deferral; (vi) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of the Recapitalization beyond the Expiration Date; (vii) a breach by the Company of any of its agreements or covenants in this Agreement or breaches any representation and warranty of the Company in this Agreement; (viii) the Company publicly announces its intention not to comply with the terms of this Agreement; (ix) the Interest Deferral Agreement is terminated according to its terms; or (x) the occurrence of (i) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its Subsidiaries, taken as a whole; (ii) any material adverse change in the ability of Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (iii) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (iv) any material adverse change in any of the rights and remedies of the Consenting Noteholders under this Agreement. (c) Subject to Section 4(d), the Company shall have the right, but not the obligation, upon five Business Days’ notice to the Consenting Noteholders, as to terminate this Agreement upon the case may beoccurrence of any of the following (each, as follows:a “Company Termination Event”): (ai) a material breach by mutual written consent one or more Consenting Noteholders of each this Agreement; provided, however, that to the extent that non-breaching Consenting Noteholders party to this Agreement continue to be the beneficial owners of at least 85% of the Requisite Noteholders and Holdingsaggregate principal amount of the Notes, Investco and Wirelessthe Company may only terminate this Agreement with respect to the breaching Consenting Noteholder(s); (bii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by either any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders consummation of the Class A Stock in respect Recapitalization beyond the Expiration Date; or (iii) the failure of the Shareholder Vote does not take place on or before April 30, 2007; conditions set forth in clause (ci) under the caption “Conditions” in Exhibit A hereto to be satisfied within 45 calendar days after the date the Exchange Offer is launched by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007;Company. (d) by either Upon the Requisite Noteholders earlier of the occurrence of the Termination Date or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or Offer, this Agreement shall terminate and all obligations of the MergerParties hereunder shall automatically and immediately terminate, and be of no further force and effect; provided that the provisions of Sections 2(j), 2(k), 2(l) (solely, in the case of Section 2(k) and 2(l), in the event of consummation of the Exchange Offer), 8, 10, 11 and 12, and the obligations of the Parties with respect thereto, shall survive any such order, decree or injunction shall have become final and nonappealable; (e) termination until such provisions are terminated by mutual written agreement of the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision Parties. For purposes of this Agreement and any such breach remains uncured for Agreement, “Termination Date” means the earlier of (i) the date on which an Automatic Termination Event occurs or (ii) on the fifth Business Day following the delivery of a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the 4(b) (Consenting Noteholders; (gNoteholder Termination Event) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) or by the Requisite Noteholders, if the Board fails Company pursuant to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or Section 4(c) (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedCompany Termination Event).

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by the mutual written consent of each of Buyer and the Requisite Noteholders and Holdings, Investco and WirelessCompany; (b) by either Buyer or the Requisite Noteholders or Holdings, Investco and WirelessCompany, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does Closing has not take taken place on or before April 305:00 p.m. (Eastern time) on March 9, 20072021 (the “End Date”); provided, that (i) Buyer shall not be permitted to terminate this Agreement pursuant to this Section 9.1(b) if the failure to consummate the sale of the Purchased Units by the End Date results from, or is caused by, a material breach by Buyer of any of its representations, warranties, covenants or agreements contained herein, and (ii) the Company shall not be permitted to terminate this Agreement pursuant to this Section 9.1(b) if the failure to consummate the sale of the Purchased Units by the End Date results from, or is caused by, a material breach by the Company, TopCo, or any Member of any of its representations, warranties, covenants or agreements contained herein; (c) (i) by either Buyer or the Requisite Noteholders Company if a court of competent jurisdiction or Holdingsother Governmental Authority shall have issued a final and nonappealable Order, Investco and Wirelessor shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the sale of the Purchased Units as contemplated herein; or (ii) by Buyer if a Governmental Authority provides notice that it is seeking, or intends to seek, the Recapitalization is not substantially consummated on imposition of an Antitrust Restraint as a condition to the expiration or before May 31, 2007termination of any applicable waiting period under the HSR Act or other applicable Antitrust Law; (d) by either Buyer if: (i) any of the Requisite Noteholders representations and warranties of TopCo, the Members, or Holdingsthe Company contained in this Agreement shall be inaccurate as of the Agreement Date, Investco and Wireless if there or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 7.1 would not be satisfied; (ii) any of the covenants of the Company, TopCo, or the Members contained in this Agreement shall have been issued breached such that the condition set forth in Section 7.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred, or any event or other Effect shall have occurred or circumstance or other Effect shall exist that, in combination with any other events, circumstances or other Effects, would reasonably be expected to have or result in a Material Adverse Effect; provided, however, that, in the case of clauses “(i)” and “(ii)” only, if an orderinaccuracy in any of the representations and warranties of the Company, decree or injunction having the effect of making the Exchange TopCo, or the Merger illegal Members as of a date subsequent to the Agreement Date or permanently prohibiting a breach of a covenant by the consummation Company, TopCo, or any Member is curable by the Company, TopCo, or such Member through the use of reasonable efforts within ten (10) Business Days after Buyer notifies the Company in writing of the Exchange existence of such inaccuracy or breach (the “Member Cure Period”), then Buyer may not terminate this Agreement under this Section 9.1(d) as a result of such inaccuracy or breach prior to the expiration of the Member Cure Period, provided the Company, TopCo, or the Mergerapplicable Member, and during the Member Cure Period, continues to exercise reasonable efforts to cure such order, decree inaccuracy or injunction shall have become final and nonappealablebreach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 9.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Member Cure Period); (e) by the Requisite Noteholders, if either Company if: (i) any of Holdings, Investco or Wireless has breached any material provision of Buyer’s representations and warranties contained in this Agreement shall be inaccurate as of the Agreement Date, or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 8.1 would not be satisfied; or (ii) if any of Buyer’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in any of Buyer’s representations and any such warranties as of a date subsequent to the Agreement Date or a breach remains uncured for of a period covenant by Buyer is curable by Buyer through the use of five reasonable efforts within ten (510) days Business Days after written notice the Company notifies Buyer in writing of the existence of such breachinaccuracy or breach (the “Buyer Cure Period”), specifically identifying then the nature Company may not terminate this Agreement under this Section 9.1(e) as a result of such inaccuracy or breach and prior to the intent expiration of the Requisite Noteholders Buyer Cure Period, provided Buyer, during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate the this Agreement pursuant to this Section 11.1(e), 9.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is delivered by cured prior to the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any expiration of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(fBuyer Cure Period), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Votemay, by written notice from given prior to or at the Requisite Noteholders to Holdings and Investco or HoldingsClosing, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (a) by mutual written consent either the Buyer or the Selling Parties if a material Breach of each any provision of the Requisite Noteholders this Agreement has been committed by any other Party and Holdings, Investco and Wirelesssuch Breach has not been waived; (b) by either the Requisite Noteholders or Holdings, Investco and Wireless, Buyer if delivery of a proxy statement to the holders any of the Class A Stock conditions in respect Section 6.1 has not been satisfied as of the Shareholder Vote does Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not take place waived such condition on or before April 30, 2007the Outside Date; (c) by either the Requisite Noteholders or Holdings, Investco and WirelessSelling Parties, if any of the Recapitalization conditions in Section 6.2 has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Selling Party to comply with its obligations under this Agreement) and the Selling Parties have not substantially consummated waived such condition on or before May 31, 2007the Outside Date; (d) by either the Requisite Noteholders Buyer, if the FTC, Antitrust Division or Holdingsany other Governmental Authority requires the submission of additional information or documentary material (second request), Investco and Wireless if there shall have been issued an order, decree or injunction having pursuant to the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation provisions of the Exchange ▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇▇▇ ▇▇ ▇.▇.▇. §▇▇▇(▇)) or the Merger, and such order, decree or injunction shall have become final and nonappealableany other applicable Antitrust Laws; (e) by the Requisite NoteholdersSelling Parties, if either (i) the conditions set forth in Sections 6.1 and 6.2 (other than those that require deliveries or are tested at the time of HoldingsClosing, Investco which conditions could be satisfied if the Closing had occurred at the time of such termination) are satisfied or Wireless has breached any material provision waived on the date that the Closing should have been consummated in accordance with Article VIII, (ii) the Selling Parties have irrevocably certified in writing that they are ready, willing and able to consummate the Closing, and (iii) the Buyer fails to consummate the Contemplated Transactions within two (2) Business Days following receipt of this Agreement and any such breach remains uncured for a period of five (5) days after written notice from the Selling Parties as to the satisfaction of such breach, specifically identifying the nature of such breach conditions and the intent of Selling Parties’ willingness to consummate the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;Closing; or (f) by Holdings, Investco and Wireless, if any mutual written consent of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach Buyer and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedSelling Parties.

Termination Events. This Agreement may may, by notice given prior to or at the Closing, be terminated at terminated: 11.1.1. by mutual consent of the Acquiror and the Company; 11.1.2. by the Acquiror, if any time of the conditions in Section 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Company, if any of the Exchange conditions in Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (except as otherwise provided)other than through the failure of the Company or any Shareholder to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the Closing Date; 11.1.3. by the Acquiror or the Company, whether before if the Closing has not occurred other than due to the failure of the Acquiror (in the event the Acquiror seeks to terminate this Agreement) or other than due to the failure of the Company or any Shareholder (in the case the Company seeks to terminate this Agreement) 60 days after the Shareholder Vote, by written notice from final mailing of the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless Acquiror Proxy to the Consenting Noteholders, stockholders of the Acquiror (or such later date as the case parties may beagree upon, as follows: (a) by mutual written consent of each of the Requisite Noteholders and Holdings, Investco and Wireless"Outside Date"); (b) 11.1.4. by either the Requisite Noteholders Acquiror or Holdingsthe Company, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an orderentered a final, decree nonappealable order or injunction having the effect of making the Exchange any Governmental Authority restraining or the Merger illegal or permanently prohibiting the consummation of the Exchange transactions contemplated hereby; 11.1.5. by the Acquiror, if, prior to the Closing Date, the Company or the Mergerany Shareholder is in material breach of any representation, warranty, covenant or agreement herein contained and such order, decree or injunction breach shall have become final and nonappealable; (e) not be cured within 10 days of the date of notice of default served by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of Acquiror claiming such breach; provided, specifically identifying however, that the nature of such breach and the intent of the Requisite Noteholders right to terminate the this Agreement pursuant to this Section 11.1(e), 11.1.5 shall not be available to the Acquiror if the Acquiror is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any in material provision breach of this Agreement at the time notice of termination is delivered; 11.1.6. by the Company, if, prior to the Closing Date, the Acquiror is in material breach of any representation, warranty, covenant or agreement herein contained and any such breach remains uncured for a shall not be cured within 10 days of the date of notice of default served by the Company claiming such breach or, if such breach is not curable within such 10 day period, such longer period of five (5) days after written notice of time as is necessary to cure such breach; provided, specifically identifying however, that the nature of such breach and the intent of Holdings, Investco and Wireless right to terminate the this Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco 11.1.6 shall not be available to the Consenting Noteholders; (g) by Holdings, Company if the Board elects to terminate the Exchange Agreement Company or any Shareholder is in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend material breach of this Agreement and/or at the Merger Agreement to the shareholders time notice of Holdings, or withdraws such recommendationtermination is delivered; or 11.1.7. by the Acquiror, if, prior to the Closing Date, the Acquiror Board approves any merger, liquidation, recapitalization, consolidation or other business combination involving the Acquiror or the Acquiror Subsidiaries or any capital stock or any material portion of the assets of the Acquiror or any Acquiror Subsidiary, or any combination of the foregoing (an "Acquisition Transaction"); provided that a majority of the members of the Acquiror Board have determined in good faith and on reasonable basis, after consultation with outside counsel and advisors, that (i) such Acquisition Transaction is more favorable from a financial point of view to the Acquiror's stockholders than the transactions contemplated by either the Requisite Noteholders or Holdings, Investco this Agreement and Wireless, if the Shareholder Vote for approval (ii) failure to take such action would constitute a breach of the Exchange and/or fiduciary duties of the Merger Agreement is not obtainedAcquiror Board under applicable Law.

Termination Events. This Subject to the provisions of Section 6.2, this Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Voteand abandoned, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless given prior to the Consenting Noteholders, as effectiveness of the case may beMerger in the manner hereinafter provided, as follows: (a) by mutual the Stockholders, on the one hand, or by JDH and JQHA, on the other hand, if: (i) either the Stockholders on one hand, or JQH and JQHA on the other hand, in their sole and absolute discretion, following negotiations under Section 2.1, have not executed and delivered written consent of each acceptance of, and acknowledged the intent to be bound at Closing by, the finally negotiated Transaction Agreements by midnight Central Standard Daylight Savings Time, June 2, 2005; (ii) at any time following execution and delivery of the Requisite Noteholders Short-Term Line of Credit Agreement and Holdingsprior to Closing, Investco funding thereunder is not available to the borrower upon the borrower's satisfaction of all applicable terms and Wireless;conditions thereunder; or (iii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(iii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date. (b) by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders mutual written consent of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007parties hereto; (c) by either the Requisite Noteholders or Holdings, Investco JDH and WirelessJQHA, if any of the Recapitalization Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement and, with respect to any breach of a covenant contained herein, such breach is not substantially consummated on cured within ten (10) days after written notice to the Stockholders by JDH or before May 31JQHA; provided, 2007;however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite NoteholdersStockholders, if either JDH or JQHA materially breaches any of Holdingsits representations, Investco warranties, covenants or Wireless has breached any material provision of other agreements under this Agreement and and, with respect to any breach of a covenant contained herein, such breach remains uncured for a period of five is not cured within ten (510) days after written notice to JDH and JQHA by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided)terminated, whether before or after the Shareholder VoteClosing of any Funding, by written notice from the Requisite Noteholders to Holdings and Investco or Holdingsa Funding Party (provided, Investco and Wireless that such termination will be effective with respect to the Consenting NoteholdersCompany and such terminating Funding Party, as but not with respect to the case may be, as follows:Company and any other Funding Party that has not terminated this Agreement): (a) by mutual written consent of each of at any time after December 1, 2003 (the Requisite Noteholders "Termination Date"); provided, that such Termination Date shall be extended to December 31, 2003 if (i) the Company has obtained the Stockholder Approval prior to December 1, 2003 and Holdings, Investco and Wireless(ii) the Company has waived its rights under the Alternative Funding Letters; (b) by either the Requisite Noteholders if a court of competent jurisdiction or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there other Governmental Entity shall have been issued an order, decree or injunction having ruling (which order, decree or ruling the effect of making the Exchange parties shall use their reasonable best efforts to have lifted) or the Merger illegal taken other action permanently restraining or permanently enjoining or otherwise prohibiting the consummation any of the Exchange or transactions contemplated by the MergerTransaction Agreements, and such order, decree decree, ruling or injunction other action shall have become final and nonappealablenon-appealable; (c) upon breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that any condition set forth in Section 7.1 can not be satisfied on or before the Termination Date; (d) if there shall have been a (i) Material Adverse Effect or (ii) failure by the Company to obtain the Stockholder Approval at the first meeting of stockholders held after the date of this Agreement; (e) by if the Requisite Noteholders, if either Company shall have (i) changed its jurisdiction of Holdings, Investco incorporation; (ii) succeeded to all or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent substantial part of the Requisite Noteholders liabilities of any other entity; (iii) directly or indirectly, consolidated with or merged into any other person or permitted any other person to terminate consolidate with or merge into it or engaged in any other corporate reorganization; (iv) sold, leased, conveyed, abandoned or otherwise disposed of all or substantially all or any substantial part of its assets in one transaction or a series of transactions; (v) engaged in a transaction or series of transactions (other than the Agreement Rights Offering, a Common Stock Investment or a Debt Investment) in which more than twenty percent (20%) of the voting power of the Company directly or indirectly may be issued, transferred or disposed of (including by exercise, exchange or conversion of derivative securities) to a person other than a Funding Party; (vi) incurred, assumed or guaranteed any indebtedness for borrowed money or incurred Encumbrances (other than pursuant to this Section 11.1(e)the Prior Note, is delivered by Bridge Notes or any New Company Notes) in excess of $3 million; (vii) taken any action to effect or allow the Requisite Noteholders dissolution, winding up or liquidation of the Company or the insolvency of, or the appointment of an assignee for the benefit of creditors of, or of a receiver for, the Company; (viii) filed a petition in bankruptcy or allowed such a petition to Holdings, Investco and Wireless;be filed against the Company or (ix) agreed or committed to do any of the foregoing; or (f) by Holdings, Investco and Wireless, if First Republic Bank or any direct or indirect assignee of any of its rights under the Consenting Noteholders Prior Note or with respect to the indebtedness reflected in connection therewith has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement demanded payment pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, Guaranty or if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) there has occurred any event of default or breach by the Requisite NoteholdersCompany under the agreements or instruments entered into in connection with such indebtedness (including, without limitation, the Prior Note) or if there has occurred any event of default or breach by the Board fails to recommend this Agreement and/or Company under the Merger Agreement to agreements or instruments entered into in connection with the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedBridge Notes.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated at any time before and the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders Transactions may be abandoned prior to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders and Holdings, Investco and WirelessParties; (b) by either the Requisite Noteholders Buyer or HoldingsSeller, Investco and Wireless, if delivery of a proxy statement by written notice to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007;other if: (ci) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is Closing shall not substantially have been consummated on or before May 31the Termination Date, 2007; (dunless extended by written agreement of the Parties; provided, however, that the right to terminate this Agreement under this Section 10.1(b) by either the Requisite Noteholders shall not be available to any Party whose failure to perform or Holdings, Investco and Wireless if there comply with any of its obligations under this Agreement shall have been issued an orderthe cause of, decree or injunction having shall have resulted in, the effect failure of making the Exchange Closing to occur by such date; or (ii) any Governmental Authority shall have enacted, promulgated, issued, entered or the Merger illegal or permanently enforced (A) any Law prohibiting the consummation of Transactions or making them illegal, or (B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Exchange or the MergerTransactions, and such order, decree or injunction which shall have become final and nonappealable;. (ec) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;Buyer: (fi) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement conditions set forth in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders Section 7.2 shall have become incapable of Holdings, or withdraws such recommendationfulfillment; or (ii) if all of the conditions set forth in ARTICLE VII shall have been satisfied and Seller shall not have made all of the deliveries required by Section 8.3 on or before the date designated for Closing pursuant to Section 8.1; or (d) by Seller: (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval conditions set forth in Section 7.3 shall have become incapable of fulfillment; or (ii) if all of the Exchange and/or conditions set forth in ARTICLE VII shall have been satisfied and Buyer shall not have made all of the Merger Agreement is not obtaineddeliveries required by Section 8.2 on or before the date designated for Closing pursuant to Section 8.1.

Termination Events. This By written notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated at any time before terminated, and the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may beContemplated Transactions abandoned, as follows: (a) by mutual written consent Buyer if a material breach or material violation of each of the Requisite Noteholders and Holdings, Investco and Wireless; (b) by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such has been committed by Seller, which breach remains uncured for a period of five cannot be or has not been cured within thirty (530) days after written notice of such breach, specifically identifying the nature of such breach has been delivered to Seller and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered which breach has not been waived by the Requisite Noteholders to Holdings, Investco and WirelessBuyer; (fb) by Holdings, Investco and Wireless, Seller if a material breach or material violation of any of the Consenting Noteholders has breached any material provision of this Agreement and any such has been committed by Buyer, which breach remains uncured for a period of five cannot be or has not been cured within thirty (530) days after written notice of such breach, specifically identifying the nature of such breach has been delivered to Buyer and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered which breach has not been waived by Holdings and Investco to the Consenting NoteholdersSeller; (gc) by HoldingsBuyer if any condition in Article 7 has not been satisfied as of September 30, if 2004 (other than through the Board elects failure of Buyer to terminate the Exchange Agreement in order to accept a Superior Proposalcomply with its obligations under this Agreement), and Buyer has not waived such condition on or before such date; (hd) by Seller if any condition in Article 8 has not been satisfied as of September 30, 2004 (other than through the Requisite Noteholdersfailure of Seller to comply with its obligations under this Agreement), if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders and Seller has not waived such condition on or before such date; (e) by mutual written consent of Holdings, or withdraws such recommendationBuyer and Seller; or (if) subject to each of the Parties having complied with its obligations under Section 12.1, by either Seller or Buyer if any Governmental Body shall have issued an Order or taken any other action that permanently restrains, enjoins or otherwise prohibits the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval acquisition by Buyer of the Exchange and/or Assets, the Merger Agreement is not obtainedRSI Stock, the Business and RSI, and such Order or other action shall have become final and non-appealable.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent either the Purchaser or the Seller if the Transactions shall not have been consummated by February 15th, 2010 (the "Termination Date"); provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1 if the failure to consummate the Transactions by the Termination Date is attributable to a failure on the part of each of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Requisite Noteholders Closing Date, and Holdings, Investco and Wirelessthe Seller shall not be permitted to terminate this Agreement pursuant hereto unless the Seller shall have made any payment required to be made to the Purchaser pursuant to Section 8.4; (b) by either the Requisite Noteholders Purchaser or Holdingsthe Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, Investco and Wirelessdecree or ruling, if delivery or shall have taken any other action, having the effect of a proxy statement to permanently restraining, enjoining or otherwise prohibiting the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007Transactions; (c) by either the Requisite Noteholders Seller if (the Agreement and Asset Sale shall not have been approved at the Shareholders' Meeting (or Holdingsat any adjournment or postponement thereof) by the Required Shareholder Approval; provided, Investco and Wirelesshowever, that (i) a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) if the Recapitalization failure to have the Agreement and Asset Sale approved by the Required Shareholder Approval is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Closing Date, and (ii) the Seller shall not substantially consummated on or before May 31, 2007be permitted to terminate this Agreement pursuant to this Section 8.1(c) unless the Seller shall have made any payment required to be made to the Purchaser pursuant to Section 8.4; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless Purchaser if there a Triggering Event shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealableoccurred; (e) by the Requisite NoteholdersPurchaser if (i) any of the Seller's representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, if either or shall have become inaccurate as of Holdings, Investco or Wireless has breached any material provision a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 6.1 would not be satisfied, or (ii) any of the Seller's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any of the Seller's representations and any warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller and the Seller is continuing to exercise all reasonable efforts to cure such breach remains uncured for a period of five (5inaccuracy or breach, then the Purchaser may not terminate this Agreement under this Section 8.1(e) days after written notice on account of such inaccuracy or breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;; or (f) by Holdingsthe Seller if (i) any of the representations and warranties of the Purchaser contained in this Agreement shall be inaccurate as of the date of this Agreement, Investco and Wirelessor shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.1 would not be satisfied, or (ii) if any of the Consenting Noteholders has covenants of the Purchaser contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in any material provision of the representations and warranties of the Purchaser as of a date subsequent to the date of this Agreement or a breach of a covenant by the Purchaser is curable by the Purchaser and any the Purchaser is continuing to exercise all reasonable efforts to cure such breach remains uncured for a period of five (5inaccuracy or breach, then the Seller may not terminate this Agreement under this Section 8.1(f) days after written notice on account of such inaccuracy or breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders;. (g) by Holdings, By the Purchaser if it is not satisfied with the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal;results of its due diligence investigation. (h) by Notwithstanding any of the Requisite Noteholders, if foregoing the Board fails parties may agree to recommend this Agreement and/or the Merger Agreement extend to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedclosing date.

Termination Events. (a) This Agreement may be terminated and the Transaction contemplated by this Agreement may be abandoned at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders prior to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsClosing: (ai) by mutual written consent of each the Parties; (ii) in accordance with clauses 4.2(b) and 6.4(a); (iii) by the Purchaser, if there has been a material breach of a Seller’s Warranty or any Seller’s Warranty shall have become untrue after the date of this Agreement and such breach is not curable or, if curable, is not cured within 10 Business Days after written notice thereof is given by the Purchaser to the Seller; (iv) by the Seller, if there has been a material breach of a Purchaser’s Warranty or any Purchaser’s Warranty shall have become untrue after the date of this Agreement and such breach is not curable or, if curable, is not cured within 10 Business Days after written notice thereof is given by the Seller to the Purchaser; (v) pursuant to clause 5.2; or (vi) by either the Purchaser or the Seller, if a meeting of the Requisite Noteholders limited partners of the Seller to consider and Holdings, Investco vote upon a proposal to approve the sale of the Shares in the Agreed Terms shall have been held and Wireless;completed and the approval of the sale of the Shares in the Agreed Terms by limited partners (other than ntl Fawnspring Limited and its Affiliates) holding a majority of the limited partnership interests of the Seller shall not have been obtained at the meeting or any adjournment or postponement thereof. (b) by either the Requisite Noteholders or HoldingsUpon termination of this Agreement, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Mergerclauses 1, and such order, decree or injunction 8.2 to 8.11 (inclusive) shall have become final remain in full force and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached effect and any material provision termination of this Agreement shall not affect and be without prejudice to any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of rights or liabilities that have accrued under this Agreement and prior to such termination or under any provision which is expressly stated not to be affected by such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedtermination.

Termination Events. This Agreement may be terminated at any time before prior to the Closing of the Exchange (except as otherwise provided)Closing, whether before or after approval of this Agreement by the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsAgri-Energy Partners: (a) by mutual written consent of each of Purchaser and the Requisite Noteholders and Holdings, Investco and WirelessSeller; (b) by either Purchaser or the Requisite Noteholders or Holdings, Investco and WirelessSeller, if delivery of a proxy statement there shall be any Law enacted or deemed applicable to the holders Contemplated Transactions that makes consummation of the Class A Stock in respect Contemplated Transactions illegal, or if any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Shareholder Vote does not take place on or before April 30Contemplated Transactions shall have become final and nonappealable; provided, 2007however, that the party seeking to terminate this Agreement pursuant to this Section 8.1(b) must have used all reasonable efforts to remove any such Order prior to the Termination Date; (c) by either the Requisite Noteholders or Holdings, Investco and WirelessPurchaser, if there has been a material inaccuracy of any representation or warranty, or a failure to comply with or perform any covenant or agreement contained in this Agreement or the Recapitalization Related Agreements on the part of the Acquired Companies or the Seller which inaccuracy or failure causes any of the conditions set forth in Article 6 to not be satisfied; provided, however, that Purchaser may not terminate this Agreement under this Section 8.1 (c) on account of an inaccuracy in the Acquired Companies’ or the Seller’s representations and warranties, or on account of a failure to comply with or perform a covenant by the Acquired Companies or the Seller, if such inaccuracy or failure is not substantially consummated on curable by the Acquired Companies or before May 31the Seller, 2007unless the Acquired Companies or the Seller fail to cure such inaccuracy or breach within 15 days after receiving written notice from Purchaser of such inaccuracy or failure; (d) by either the Requisite Noteholders or HoldingsSeller, Investco and Wireless if there shall have has been issued an ordera material inaccuracy of any representation or warranty, decree or injunction having the effect of making the Exchange a failure to comply with or perform any covenant or agreement contained in this Agreement or the Merger illegal Related Agreements on the part of Purchaser, which inaccuracy or permanently prohibiting the consummation failure causes any of the Exchange conditions set forth in Article 7 to not be satisfied; provided, however, that the Seller may not terminate this Agreement under this Section 8.1(d) on account of an inaccuracy in Purchaser’s representations and warranties, or on account of a failure to comply with or perform a covenant by Purchaser, if such inaccuracy or failure is curable by Purchaser, unless Purchaser fails to cure such inaccuracy or breach within 15 days after receiving written notice from the Merger, and Seller of such order, decree inaccuracy or injunction shall have become final and nonappealable;failure; or (e) by Purchaser or the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by HoldingsSeller, if the Board elects to terminate Closing has not taken place on or before November 30, 2010 (the Exchange Agreement in order to accept “Termination Date”) (other than as a Superior Proposal; (h) by result of any failure on the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval part of the Exchange and/or the Merger Agreement is not obtainedterminating party to comply with or perform any of its covenants or obligations set forth in this Agreement).

Termination Events. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders and Holdings, Investco and Wireless;either Sellers or Buyer: (bi) by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there Bankruptcy Court shall have been issued an orderdetermined that it will not enter the Approval Order or if a Governmental Authority of competent jurisdiction shall have enacted, decree issued, promulgated, enforced or injunction having entered any final and non-appealable applicable Law (including any Order) which is in effect and has the effect of making the Exchange or the Merger Transactions illegal or permanently otherwise restraining or prohibiting the consummation of the Exchange Transactions and which is not satisfied, resolved or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) preempted by the Requisite NoteholdersApproval Order; provided, if either of Holdingshowever, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying that the nature of such breach and the intent of the Requisite Noteholders right to terminate the this Agreement pursuant to this Section 11.1(e)12.1(a)(i) shall not be available to any Party whose material breach of any of its representations, is delivered by the Requisite Noteholders to Holdingswarranties, Investco and Wirelesscovenants or agreements contained herein results in or causes such event; (fii) if the Closing shall not have occurred by Holdings11:59 p.m. New York City time on February 19, Investco and Wireless2019 (the “Outside Date”); provided, if any of however, that the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless right to terminate the this Agreement pursuant to this Section 11.1(f)12.1(a)(ii) shall not be available to any Party whose material breach of any of its representations, is delivered warranties, covenants or agreements contained herein results in the failure of the Closing to be consummated by Holdings and Investco to the Consenting Noteholderssuch time; (giii) if Sellers accept or agree to any Competing Transaction or upon approval by Holdingsthe Bankruptcy Court of, or the filing by or on behalf of any Seller of a motion or other request to approve, a Competing Transaction; provided, however, that if Seller, pursuant to Section 8.2(c) and the Board elects Bidding Procedures Order, has designated Buyer as a “Back-Up Bidder,” then Buyer shall not be permitted to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement prior to the shareholders Outside Date except as consistent with the terms of Holdings, or withdraws such recommendationSection 8.2(c) and the Bidding Procedures Order; or (iiv) by either the Requisite Noteholders or Holdings, Investco mutual written consent of Sellers and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedBuyer.

Termination Events. This Agreement may be terminated and abandoned at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) 7.1.1 by the mutual written consent of HBR and IWRA; 7.1.2 by HBR at any time on or before the Due Diligence Termination Date if HBR determines in its reasonable discretion that, as a result of items disclosed in the final Phase I Report which were not previously disclosed to HBR in the draft Phase I Environmental Site Assessment, dated August 25, 1999, prepared by Terracon and in that certain update letter thereto, dated August 26, 1999, each delivered to HBR on August 26, 1999, all or any portion of the Requisite Noteholders Property is not acceptable to HBR, in which case (a) IWRA shall pay the cancellation charges, if any, of Escrow Agent and Holdings, Investco Title Company and Wireless; (b) IWRA shall reimburse HBR for its reasonable out-of pocket costs and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred in connection with the negotiation of the transaction contemplated by either this Agreement and HBR's due diligence efforts; PROVIDED that the Requisite Noteholders amount of such reimbursement shall not exceed $150,000; 7.1.3 by HBR or HoldingsIWRA if (i) any Governmental Authority, Investco and Wireless, if delivery the consent of which is a proxy statement condition to the holders obligations of HBR and IWRA to consummate any of the Class A Stock in respect transactions contemplated by this Agreement, the Lease, the Management Agreement or the Sponsorship Agreement, shall have determined not to grant its consent and all appeals of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there such determination shall have been taken and have been unsuccessful, or (ii) any court of competent jurisdiction shall have issued an order, judgment or decree (other than a temporary restraining order) restraining, enjoining or injunction having otherwise prohibiting all of the effect of making transactions contemplated by this Agreement, the Exchange Lease or the Merger illegal or permanently prohibiting the consummation of the Exchange or the MergerManagement Agreement, and such order, judgment or decree or injunction shall have become final and nonappealable; (e) 7.1.4 by HBR or IWRA if a Governmental Authority has required a change to be made to this Agreement, the Lease, the Management Agreement and/or the transactions contemplated by such documents, and either party, after prompt and diligent negotiations held in good faith with the other party shall have determined that any required changes will cause such party to suffer economic detriment of more than $50,000 and such party's business objectives and economic position as contemplated herein and in the Lease and the Management Agreement cannot be preserved; 7.1.5 by HBR if, on the advice of its counsel, it determines that there is a reasonable likelihood that approval of the transactions contemplated in this Agreement, the Lease and the Management Agreement will not be granted by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five applicable Governmental Authorities within sixty (560) days after written of HBR's first submission of filings under the HSR Act; 7.1.6 by HBR if there has been a material breach by IWRA of any representation, warranty, covenant or agreement set forth in this Agreement, which breach has not been cured within ten (10) Business Days following receipt by the breaching party of notice of such breach, specifically identifying in which case IWRA shall pay the nature cancellation charges, if any, of Escrow Agent and Title Company; 7.1.7 by IWRA if there has been a material breach by HBR of any representation, warranty, covenant or agreement set forth in this Agreement, which breach has not been cured within ten (10) Business Days following receipt by the breaching party of notice of such breach breach, in which case HBR shall pay the cancellation charges, if any, of Escrow Agent and Title Company; 7.1.8 by HBR pursuant to the intent terms of Section 4.2.3, Section 6.2, or Article 13; 7.1.9 by IWRA pursuant to the Requisite Noteholders terms of Section 6.4; and 7.1.10 by HBR or IWRA if the Closing has not occurred by March 31, 2000; provided, however, that (i) HBR shall not be entitled to terminate the this Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, 7.1.10 if any of the Consenting Noteholders has breached any material provision a knowing or willful breach of this Agreement by HBR has prevented the Closing from occurring by such date, and any such breach remains uncured for a period of five (5ii) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless IWRA shall not be entitled to terminate the this Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, 7.1.10 if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend knowing or willful breach of this Agreement and/or by IWRA has prevented the Merger Agreement to the shareholders of Holdings, or withdraws Closing from occurring by such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtaineddate.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders Seller and Holdings, Investco and WirelessBuyer; (b) by either the Requisite Noteholders Seller or Holdings, Investco and Wireless, if delivery of a proxy statement Buyer by giving written notice to the holders other Party if the Closing shall not have occurred by the date that is one hundred eighty (180) days after the date of this Agreement (the “Termination Date”), unless extended by written agreement of Seller and Buyer; provided, however that if the only conditions that have not been satisfied or waived as of the Class A Stock in respect Termination Date are the obtaining of any Consents from any Governmental Authority (including, solely for the purposes of this Section 9.1(b), Consents from the U.S. Department of Energy) required under Section 6.4, the Termination Date shall be automatically extended for an additional sixty (60) days; provided further that the right to terminate this Agreement under this subsection (b) shall not be available to any Party whose breach of its obligations under this Agreement has been a cause of, or resulted in, the failure of the Shareholder Vote does not take place on or before April 30, 2007transactions contemplated hereby to be consummated by such time; (c) by either Seller or Buyer by giving written notice to the Requisite Noteholders other Party if such other Party has breached its covenants, agreements or Holdingsother obligations hereunder in a manner that would reasonably be expected to cause any condition of such Party giving notice set forth in Article VII not to be satisfied and, Investco except in the case of a breach of Buyer’s obligation to effect the Closing and Wirelesspay the Purchase Price in accordance with the terms of Article II, if the Recapitalization such breach either is not substantially consummated on capable of being cured or before May 31, 2007has not been cured within the earlier of thirty (30) days after written notification thereof and the Termination Date by the Party seeking termination hereunder; (d) by either Seller or Buyer by giving written notice to the Requisite Noteholders or Holdings, Investco and Wireless other Party if there any Governmental Authority shall have been issued an order, decree or injunction having the effect of making the Exchange ruling or the Merger illegal taken any other action permanently restraining, enjoining or permanently otherwise prohibiting the consummation of any of the Exchange or the Mergertransactions contemplated by this Agreement, and such order, decree decree, ruling or injunction other action shall not be subject to appeal or shall have become final and nonappealable;unappealable; provided, that the right to terminate this Agreement under this subsection (d) shall not be available to any Party whose breach of its obligations under this Agreement has been a cause of, or resulted in, the failure of the transactions contemplated hereby to be consummated by such time; or (e) by the Requisite Noteholders, Seller if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) all the conditions set forth in Section 7.1 and Section 7.3 and have been satisfied (and continue to be satisfied) or irrevocably waived (other than any such conditions which by either their terms are not capable of being satisfied until the Requisite Noteholders or Holdings, Investco Closing Date) and Wireless, if (ii) the Shareholder Vote for approval Buyer does not consummate the transactions contemplated hereby within three (3) Business Days of the Exchange and/or day the Merger Agreement Closing is not obtainedrequired to occur pursuant to Section 2.5.

Termination Events. (a) This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Votemay, by written notice from given prior to or at the Requisite Noteholders to Holdings and Investco or HoldingsClosing, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (ai) (A) by the Buyer if a material breach of any provision of this Agreement has been committed by the Seller and such breach has not been waived or (B) by the Seller if a material breach of any provision of this Agreement has been committed by the Buyer and such breach has not been waived; provided, that if such breach is capable of being cured a party may not terminate this Agreement under this Section 8.1(a) until a period of thirty (30) days has expired from the date of notice of such breach without such breach having been cured; (ii) (A) by the Buyer if satisfaction of any of the conditions in Article VI is or becomes impossible (other than through the material breach by the Buyer of its obligations under this Agreement) and the Buyer has not waived such condition or (B) by the Seller if satisfaction of any of the conditions in Article VII is or becomes impossible (other than through the material breach by the Seller of its obligations under this Agreement) and the Seller has not waived such condition; (iii) by written mutual written consent of each the Buyer and the Seller; or (iv) by the Seller (other than through the breach of the Requisite Noteholders Seller of its obligations under this Agreement) or the Buyer (other than through the breach by the Buyer of its obligations under this Agreement) if the Closing has not occurred on or before one hundred fifty (150) days after the date hereof, or such later date as the Buyer and Holdings, Investco and Wireless;the Seller may agree. (b) by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization If GSE Approval is not substantially consummated on or before May 31obtained, 2007; (d) by either the Requisite Noteholders or HoldingsBuyer and the Seller shall take the actions set forth in Section 2.6, Investco and Wireless if there shall have been issued including to enter into an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of agreement terminating this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breachthe Transaction Documents, specifically identifying which agreement shall set forth the nature of such breach rights and the intent obligations of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days parties after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedtermination.

Termination Events. This By notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (a) by mutual written consent Buyer if a material Breach of each any provision of the Requisite Noteholders this Agreement has been committed by Seller and Holdings, Investco and Wirelesssuch Breach has not been waived by Buyer; (b) by either the Requisite Noteholders or Holdings, Investco Seller if a material Breach of any provision of this Agreement has been committed by Buyer and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does such Breach has not take place on or before April 30, 2007been waived by Seller; (c) by either Buyer if any condition precedent for the Requisite Noteholders benefit of Buyer in Section 2.7(a) and in Article VI has not been satisfied as of the Closing Date or Holdingsif satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement), Investco and Wireless, if the Recapitalization is Buyer has not substantially consummated waived such condition on or before May 31, 2007such date; (d) by either Seller if any condition precedent for the Requisite Noteholders benefit of Seller in Section 2.7(b) or Holdings, Investco and Wireless if there shall have in Article VII has not been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation satisfied as of the Exchange Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the Mergerfailure of Seller to comply with its obligations under this Agreement), and Seller has not waived such order, decree condition on or injunction shall have become final and nonappealablebefore such date; (e) by the Requisite Noteholders, Buyer if either as a result of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent Buyer’s communications with key clients of the Requisite Noteholders Business or otherwise, certain key clients have indicated their intention not to terminate do business with Buyer as successor of Seller in the Agreement pursuant to this Section 11.1(e)operation of the Business, is delivered by the Requisite Noteholders to Holdings, Investco and Wirelessin such a manner which would have a Material Adverse Effect; (f) by Holdings, Investco mutual consent of Buyer and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting NoteholdersSeller; (g) by Holdings, Buyer if the Board elects to terminate Closing has not occurred within ten (10) days following the Exchange date of this Agreement or such later date as the parties may agree upon, unless the Buyer is in order to accept a Superior Proposal;material Breach of this Agreement; or (h) by the Requisite Noteholders, Seller if the Board fails to recommend Closing has not occurred within ten (10) days following the date of this Agreement and/or or such later date as the Merger Agreement to parties may agree upon, unless the shareholders Seller is in material Breach of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedthis Agreement.

Termination Events. This Agreement may be terminated and the Transactions may be abandoned at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders Alter and Holdings, Investco and WirelessWest▇▇▇▇▇ ▇▇▇; (b) by either West▇▇▇▇▇ ▇▇▇, upon a breach of any representation, warranty, covenant, obligation or agreement on the Requisite Noteholders part of Management, Lessee, any Alter Entity or HoldingsBied▇▇▇▇▇ ▇▇▇ forth in this Agreement, Investco and Wirelessin any case such that the conditions set forth in Section 5.2(a) or 5.2(b), if delivery as the case may be, are not satisfied or would be incapable of a proxy statement being satisfied within 30 days after the giving of written notice to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007Alter; (c) by either Alter, upon a breach of any representation, warranty, covenant, obligation or agreement on the Requisite Noteholders part of any of the West▇▇▇▇▇ ▇▇▇ities such that the conditions set forth in Section 5.3(a) or Holdings5.3(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to West▇▇▇▇▇ ▇▇▇; or by Bied▇▇▇▇▇, Investco and Wireless▇▇on a breach of any representation, if warranty, covenant, obligation or agreement on the Recapitalization is part of any of the West▇▇▇▇▇ ▇▇▇ities, such that the conditions set forth in 5.4(a) or 5.4(b) are not substantially consummated on satisfied or before May 31, 2007would be incapable of being satisfied within 30 days after the giving of written notice to West▇▇▇▇▇ ▇▇▇; (d) by either any of Alter or West▇▇▇▇▇ ▇▇▇ if any court of competent jurisdiction in the Requisite Noteholders or Holdings, Investco and Wireless if there United States shall have been issued an a final and unappealable permanent injunction, order, judgment or other decree (other than a temporary restraining order) restraining, enjoining or injunction having the effect of making the Exchange or the Merger illegal or permanently otherwise prohibiting the consummation of the Exchange or Transactions, provided that the Mergerparty seeking to terminate this Agreement under this clause (d) is not then in material breach of this Agreement and provided, and further, that the right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or injunction shall have become final and nonappealable;ruling; and (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breachAlter, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, Bied▇▇▇▇▇ ▇▇ West▇▇▇▇▇ ▇▇▇ if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to or the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Partnership Merger Agreement is not obtainedshall have been terminated in accordance with its terms.

Termination Events. This Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) Mutually, by mutual the written consent of each the Company and Consent of the Requisite Noteholders and Holdings, Investco and WirelessInvestors; (b) by either the Requisite Noteholders Company or Holdings, Investco and Wireless, if delivery Consent of a proxy statement the Investors by giving written notice to the holders other party or parties if the Closing shall not have occurred prior to December 31, 2002, unless extended by written agreement of the Class A Stock parties; provided that the party seeking termination pursuant to this subsection (b) is not in respect default or breach hereunder and provided, further, that the right to terminate this Agreement under this subsection (b) shall not be available (i) to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Shareholder Vote does not take place Closing to occur on or before April 30, 2007such date or (ii) in the event that the Closing shall not have occurred as a result of a failure of any representation to be true and correct and the party seeking termination knew of such breach prior to the date of this Agreement; (c) by either the Requisite Noteholders Company or Holdings, Investco Consent of the Investors by giving written notice to the other party or parties if any Governmental Entity shall have issued an injunction or other ruling prohibiting the consummation of any of the transactions contemplated by this Agreement and Wireless, if the Recapitalization is such injunction or other ruling shall not substantially consummated on be subject to appeal or before May 31, 2007shall have become final and unappealable; (d) by either the Requisite Noteholders Company or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation Consent of the Exchange or Investors in the Merger, and such order, decree or injunction shall have become final and nonappealable;event that Stockholder Approval is not obtained at the Stockholders' Meeting; or (e) by any Investor Group entitled to purchase less than 10% of the Requisite Noteholders, Common Shares pursuant to Section 2.1 herein if either within 2 Business Days following receipt of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breachthe Consent of the Investors, specifically identifying the nature controlling Affiliate of either or both of such breach Investor Groups delivers to the Company and to the controlling Affiliate of each other Investor Group a notice of termination under this Section 8.1(e); provided that such termination shall be with respect only to the rights and obligations between such Investor Group(s) or any subset of Investors therein to which the termination notice is applicable, on the one hand, and the intent of Company and each other Investor, on the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e)other, is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco shall in no event be with respect to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or rights and obligations (i) by either among the Requisite Noteholders other Investors or Holdings(ii) between the other Investors on the one hand, Investco and Wireless, if the Shareholder Vote for approval of Company on the Exchange and/or the Merger Agreement is not obtainedother.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated at any time before and the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders Transactions may be abandoned prior to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders and Holdings, Investco and WirelessParties hereto; (b) by either the Requisite Noteholders Buyer or HoldingsSeller, Investco and Wireless, if delivery of a proxy statement by written notice to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007;other if: (ci) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is Closing shall not substantially have been consummated on or before May 31the Termination Date, 2007; (dunless extended by written agreement of the Parties hereto; provided, however, that the right to terminate this Agreement under this Section 11.1(b) by either the Requisite Noteholders shall not be available to any Party whose failure to perform or Holdings, Investco and Wireless if there comply with any of its obligations under this Agreement shall have been issued an orderthe cause of, decree or injunction having shall have resulted in, the effect failure of making the Exchange Closing to occur by such date; or (ii) any Governmental Authority shall have enacted, promulgated, issued, entered or the Merger illegal or permanently enforced (A) any Law prohibiting the consummation of Transactions or making them illegal, or (B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Exchange or the MergerTransactions, and such order, decree or injunction which shall have become final and nonappealable;. (ec) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;Buyer: (fi) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco condition set forth in Sections 8.1 shall not have been satisfied on or prior to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendationTermination Date; or (ii) if all of the conditions set forth in Article VIII shall have been satisfied and Seller shall not have made all of the deliveries required by Section 9.4 on or before ten (10) days following the date designated for Closing pursuant to Section 9.1; or (d) by Seller: (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval condition set forth in Section 8.2 shall not have been satisfied on or prior to the Termination Date; or (ii) if all of the Exchange and/or conditions set forth in Article VIII shall have been satisfied and (i) the Merger Agreement is Buying Parties shall not obtainedhave made all of the deliveries required by Section 9.2 or Section 9.3 on or before ten (10) days following the date designated for Closing pursuant to Section 9.1.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by the mutual written consent of each of the Requisite Noteholders ▇▇▇▇▇▇ and Holdings, Investco and Wireless▇▇▇▇▇; (b) by either the Requisite Noteholders Seller or Holdings, Investco and Wireless, if delivery of a proxy statement Buyer by giving written notice to the holders other Party if the Closing shall not have occurred by July 17, 2026 (the “Termination Date”), unless extended by written agreement of Seller and Buyer; provided, however, that if the only conditions that have not been satisfied or waived as of the Class A Stock in respect Termination Date (other than conditions that by their nature are to be satisfied at the Closing and remain capable of being satisfied) are any of the Shareholder Vote does conditions in Section 7.1(a) (with respect to antitrust Law), Section 7.1(b), or Section 7.1(c), the Termination Date shall be automatically extended to January 17, 2027; and provided, further, however, that the right to terminate this Agreement under this Section 9.1(b) shall not take place on be available to any Party whose breach of its obligations under this Agreement has been a primary cause of, or before April 30resulted in, 2007the failure of the transactions contemplated hereby to be consummated by such time; (c) by either Seller or Buyer by giving written notice to the Requisite Noteholders other Party if such other Party has breached its representations, warranties, covenants, agreements or Holdingsother obligations hereunder in a manner that renders impossible the satisfaction of any condition of such Party giving notice set forth in Article VII not to be satisfied and such breach is incapable of being cured or has not been cured by the Party receiving such written notice within forty-five (45) days after delivery of such notice; provided, Investco and Wirelesshowever, if that the Recapitalization right to terminate this Agreement under this Section 9.1(c) shall not be available to any Party who is not substantially consummated on then in material breach of any of its representations, warranties, covenants, agreements or before May 31, 2007other obligations hereunder; (d) by either Seller or Buyer by giving written notice to the Requisite Noteholders or Holdings, Investco and Wireless other Party if there any Governmental Authority shall have been issued an order, decree or injunction having the effect of making the Exchange ruling or the Merger illegal taken any other action permanently restraining, enjoining or permanently otherwise prohibiting the consummation of any of the Exchange or the Mergertransactions contemplated by this Agreement, and such order, decree decree, ruling or injunction other action shall not be subject to appeal or shall have become final and nonappealableunappealable; provided, however, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to any Party whose breach of its obligations under this Agreement has been a cause of, or resulted in, the failure of the transactions contemplated hereby to be consummated by such time; (e) by Seller if (i) all of the Requisite Noteholders, if either of Holdings, Investco conditions set forth in Section 7.1 and Section 7.3 have been satisfied (and continue to be satisfied) or Wireless has breached any material provision of this Agreement and irrevocably waived (other than any such breach remains uncured for a period conditions which by their terms are not capable of five being satisfied until the Closing Date, but will be satisfied at Closing) and (5ii) days after written notice of such breach, specifically identifying Buyer does not consummate the nature of such breach and the intent transactions contemplated hereby within three (3) Business Days of the Requisite Noteholders day the Closing is required to terminate the Agreement occur pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless2.3; (f) by Holdings, Investco and Wireless, Buyer if any (i) all of the Consenting Noteholders has breached any material provision of this Agreement conditions set forth in Section 7.1 and Section 7.2 have been satisfied (and continue to be satisfied) or irrevocably waived (other than any such breach remains uncured for a period conditions which by their terms are not capable of being satisfied until the Closing Date, but will be satisfied at Closing) and (ii) the Seller Entities do not consummate the transactions contemplated hereby within five (5) days after written notice Business Days of such breach, specifically identifying the nature of such breach and day the intent of Holdings, Investco and Wireless Closing is required to terminate the Agreement occur pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders;2.3; or (g) by Holdingseither Buyer or Seller, if by written notice to other Party under the Board elects to terminate the Exchange Agreement circumstances set forth in, and in order to accept a Superior Proposal; (h) by the Requisite Noteholdersaccordance with, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedSection 6.12.

Termination Events. This Anything contained in this Agreement to the contrary notwithstanding (other than as provided in the last sentence of this Section 11.1), this Agreement may be terminated at any time before prior to the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsDate: (a) by mutual written consent of each of the Requisite Noteholders Sellers and Holdings, Investco and Wireless;Buyer; or (b) by either Sellers or Buyer: (i) if the Requisite Noteholders Bankruptcy Court rules that it does not approve this Agreement for any reason or Holdingsif a Governmental Authority issues a final, Investco and Wirelessnon-appealable ruling or Final Order permanently prohibiting the transactions contemplated hereby, provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b)(i) shall not be available to any Party whose breach of any of its representations, warranties, covenants or agreements contained herein results in such ruling or Order; (ii) if delivery the Closing shall not have occurred by the close of a proxy statement business on May 26, 2017 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b)(ii) shall not be available to any Party whose breach of any of its representations, warranties, covenants or agreements contained herein results in the holders failure of the Class A Stock in respect of Closing to be consummated by such time; (iii) if (A) the Shareholder Vote does Sale Hearing is not take place held on or before April 30May 5, 20072017; provided, however, if the Sale Hearing is delayed due to the Bankruptcy Court’s unavailability, the next Business Day on which the Bankruptcy Court is available, or (B) the Bankruptcy Court has not entered the Sale Order on or before May 8, 2017; provided, however, if approval of the Sale Order is delayed due to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇’s unavailability, the next Business Day on which the Bankruptcy Court is available; (iv) if the Sale Order is vacated; or (v) if Sellers (A) file any stand-alone plan of reorganization or liquidation that does not contemplate, the implementation or consummation of, the transactions provided for in this Agreement or (B) consummate an Alternative Transaction, including without limitation the transfer of the Acquired Assets to the Successful Bidder; or (c) by either Buyer: (i) in the Requisite Noteholders event of any breach by any Seller of any of its agreements, covenants, representations or Holdingswarranties contained herein that would result in the failure of a condition set forth in Article IX to be satisfied, Investco and Wirelessthe failure of Sellers to cure such breach by the earlier of (A) the Outside Date and (B) the date that is fifteen (15) days after receipt of the Buyer Termination Notice; provided, however, that (1) Buyer is not in breach of any of its representations, warranties, covenants or agreements contained herein in a manner that would result in the failure of a condition set forth in Article X to be satisfied, (2) Buyer notifies Sellers in writing (the “Buyer Termination Notice”) of its intention to exercise its rights under this Section 11.1(c)(i) as a result of the breach, and (3) Buyer specifies in the Buyer Termination Notice the representation, warranty, covenant or agreement contained herein of which Sellers are allegedly in breach; (ii) if the Recapitalization Bankruptcy Case is not substantially consummated on dismissed or before May 31, 2007;converted to a case under Chapter 7 of the Bankruptcy Code and neither such dismissal nor conversion expressly contemplates the consummation of the transactions provided for in this Agreement; or (iii) if any conditions to the obligations of Buyer set forth in Article IX shall have become incapable of fulfillment other than as a result of a breach by Buyer of any covenant or agreement contained in this Agreement; or (d) by either Sellers: (i) except as provided in Section 11.1(d)(ii), in the Requisite Noteholders event of any breach by Buyer of any of its agreements, covenants, representations or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having warranties contained herein that would result in the effect failure of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Mergera condition set forth in Article X to be satisfied, and the failure of Buyer to cure such order, decree or injunction shall have become final and nonappealable; (e) breach by the Requisite Noteholders, if either earlier of Holdings, Investco or Wireless has breached any material provision of this Agreement (A) the Outside Date and any such breach remains uncured for a period of five (5B) the date that is fifteen (15) days after written notice receipt of such the Sellers Termination Notice; provided, however, that Sellers (1) are not themselves in material breach of any of their representations, warranties, covenants or agreements contained herein, (2) notify Buyer in writing (the “Sellers Termination Notice”) of their intention to exercise their rights under this Section 11.1(d)(i) as a result of the breach, specifically identifying and (3) specify in the nature Sellers Termination Notice the representation, warranty, covenant or agreement contained herein of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), which Buyer is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such allegedly in breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (iii) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of Sale Order with respect to the Exchange and/or the Merger transactions contemplated by this Agreement has been entered and is not obtainedsubject to any stay on enforcement and (A) Sellers have provided Buyer with written notice that they are prepared to consummate the transactions contemplated by this Agreement, (B) the conditions to Closing in Article IX have been satisfied (or waived by Buyer), other than those conditions that by their nature can only be satisfied at Closing, and (C) the Closing Date does not occur within three (3) Business Days of Sellers providing Buyer with such notice.

Termination Events. This Agreement may may, prior to the Closing, be terminated at (i) by Purchaser, if a breach of any time provision of this Agreement has been committed by Seller and such breach has not been waived, in writing, by Purchaser or cured by Seller within thirty (30) days of notice by Purchaser to Seller of such breach; (ii) by Seller, if a breach of any provision of this Agreement has been committed by Purchaser and such breach has not been waived, in writing, by Seller or cured by Purchaser within thirty (30) days of notice by Seller to Purchaser of such breach; (iii) by Purchaser, if any of the conditions in Section 6.2 has not been satisfied on or before July 31, 2006, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has not waived such condition on or before the Closing Date; (iv) by Seller, if any of the Exchange conditions in Section 6.3 has not been satisfied on or before July 31, 2006, or if satisfaction of such a condition by such date is or becomes impossible (except as other than through the failure of Seller to comply with their respective obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; (v) by either the Seller or Purchaser if any Governmental authority shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise provided)prohibiting the transactions contemplated by this Agreement and such order, whether before decree, ruling or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings other action shall have become final and Investco nonappealable; or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (avi) by mutual written consent of each of the Requisite Noteholders Purchaser and Holdings, Investco and Wireless; (b) by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedSeller.

Termination Events. This Agreement may be terminated at any time before the prior to Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by upon prior written notice from by the Requisite Noteholders party electing to Holdings and Investco or Holdings, Investco and Wireless terminate this Agreement to the Consenting Noteholders, as the case may be, as followsother party: (a) by mutual written consent agreement of each of the Requisite Noteholders Shareholders and Holdings, Investco and WirelessHoldings (expressed in writing); (b) by either Shareholders or Holdings if any permanent injunction, Court Order or other order, decree or ruling of any court or other Governmental Authority of competent jurisdiction permanently restraining, enjoining or otherwise preventing the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders consummation of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007;transactions contemplated hereby shall have been issued and become final and non-appealable. (c) by either the Requisite Noteholders Shareholders or Holdings, Investco and Wireless, Holdings if the Recapitalization is Closing shall not substantially consummated have occurred by the sixtieth (60th) day following the date of this Agreement (the “Optional Termination Date”); provided, however, that the right to terminate this Agreement under this Section 12.1 shall not be available to any party whose breach of its representations and warranties in this Agreement or whose failure to perform any of its covenants and agreements under this Agreement shall have caused, or resulted in, the failure of the Closing to occur on or before May 31, 2007;the Optional Termination Date. (d) by either Shareholders upon a breach in any material respect of any covenant or agreement on the Requisite Noteholders part of the Holdings set forth in this Agreement, or Holdings, Investco and Wireless if there any representation or warranty of the Holdings shall have been issued an order, decree breached or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final untrue, in any such case that the conditions set forth in Sections 10.1 and nonappealable;10.2 would be incapable of being satisfied by the Optional Termination Date (or any later termination date as may have been determined by mutual agreement of the parties). (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached Holdings upon a breach in any material provision respect of any covenant or agreement on the part of any Shareholders set forth in this Agreement and Agreement, or if any representation or warranty of any Shareholders shall have been breached or shall have become untrue in any such breach remains uncured for a period case such that the conditions set forth in Sections 9.1 and 9.2 would be incapable of five being satisfied by the Optional Termination Date (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent or any later termination date as may have been determined by mutual agreement of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(eparties), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;. (f) by Holdings, Investco and Wireless, Shareholders if it shall become apparent in Shareholders’ judgment reasonably exercised that any of condition to Shareholders’ obligation to close as set forth in Article X hereof will not be satisfied on or before the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders;Optional Termination Date. (g) by Holdings if it shall become apparent in Holdings, if ’ judgment reasonably exercised that any condition to Holdings’ obligation to close as set forth in Article IX hereof will not be satisfied on or before the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal;Optional Termination Date. (h) by the Requisite Noteholders, Holdings if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either Holdings is not in breach in any material respect of Section 7.11 or any other terms of this Agreement; (ii) the Requisite Noteholders or Board of Directors of Holdings (following receipt of a written opinion from Holdings’ outside legal counsel that the termination of this Agreement is necessary in order for such Board to comply with its fiduciary duties under applicable Law) authorizes Holdings, Investco subject to complying with the terms of this Agreement, to enter into a binding written agreement providing for a transaction that constitutes a Superior Proposal and WirelessHoldings notifies the Shareholders in writing that it intends to enter into such an agreement, if attaching the Shareholder Vote for approval most current version of such agreement to such notice, which agreement shall include all of the Exchange and/or material terms and conditions of such Superior Proposal; and (iii) Holdings shall have paid to the Merger Agreement is not obtainedShareholders the Termination Fee in accordance with Section 12.5.

Termination Events. This Agreement may be terminated at any time before the Closing by delivery of a written notice to each of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, other parties hereto as follows: (a) by Globalstar, Loral and the Informal Noteholders Committee (as a group), upon mutual written consent agreement of each Globalstar and all Parties in Interest prior to entry of the Requisite Noteholders and Holdings, Investco and WirelessConfirmation Order; (b) by either Globalstar, Loral or the Requisite Informal Noteholders or HoldingsCommittee (as a group), Investco and Wireless, if delivery upon material breach of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007this Agreement by any other party hereto; (c) by either Globalstar, Loral or the Requisite Informal Noteholders Committee (as a group), upon the taking of an action materially inconsistent with this Agreement or Holdings, Investco the terms and Wireless, if conditions of the Recapitalization is not substantially consummated on or before May 31, 2007MOU by any party hereto pursuant to Section 2(c) of this Agreement; (d) by either the Requisite Noteholders or HoldingsGlobalstar, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange Loral or the Merger illegal or permanently prohibiting Informal Noteholders Committee (as a group), upon entry of an order by the consummation of Bankruptcy Court confirming any plan for Globalstar other than the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealableProposed Plan; (e) by Globalstar, Loral or the Requisite NoteholdersInformal Noteholders Committee (as a group), if either holders of Holdingsmore than 20% in the aggregate principal amount, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for on a period of five (5) days after written notice of such breachper issue basis, specifically identifying the nature of such breach and the intent of the Requisite Senior Notes that are not members of the Informal Noteholders Committee shall take actions which are materially adverse to terminate the Agreement pursuant to this Section 11.1(e), is delivered by obligations hereunder of the Requisite respective members of the Informal Noteholders to Holdings, Investco and WirelessCommittee; (f) by HoldingsGlobalstar, Investco and WirelessLoral or the Informal Noteholders Committee (as a group), if there shall be any material amendment of, supplement to, modification to, or severance of any provision of, the Proposed Plan which is materially inconsistent with the terms and conditions of the Consenting Noteholders has breached any MOU (including, without limitation, a material provision amendment of, supplement to, modification to, or severance of, the release and indemnification provisions of this Agreement and the MOU), except if any such breach remains uncured for a period material amendment of, supplement to, modification to, or severance of five (5) days after written notice of such breachany provision of, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless Proposed Plan is consented to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholdersall parties hereto; (g) by HoldingsLoral or the Informal Noteholders Committee (as a group), if if: (i) Globalstar has not commenced the Board elects Chapter 11 Cases on or before February 15, 2002 (the "Commencement Date"); (ii) the Proposed Plan and the related disclosure statement (the "Disclosure Statement") shall not have been filed by the Proponents pursuant to terminate sections 1121 and 1125 of the Exchange Agreement Bankruptcy Code and Federal Rule of Bankruptcy Procedure 3016 within 60 days of the Commencement Date; (iii) the Disclosure Statement shall not have been approved by the Bankruptcy Court within the earlier of (A) 60 days after the date the Disclosure Statement is filed, and (B) 120 days after the Commencement Date, but in order no event shall the Disclosure Statement be approved by the Bankruptcy Court prior to accept a Superior Proposalthe expiration of the Diligence Period; (iv) the Confirmation Order shall not have been entered within the earlier of (A) 75 days after the date the Disclosure Statement is approved, and (B) 195 days after the Commencement Date; and (v) the Proposed Plan shall not have become effective as defined in the Proposed Plan within the earlier of (A) 60 days after the date of the Confirmation Order, and (B) 255 days after the Commencement Date. (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement Informal Noteholders Committee (as a group) pursuant to the shareholders terms of Holdings, or withdraws such recommendationSection 3 hereof; orand (i) by either Loral or the Requisite Informal Noteholders or Holdings, Investco and Wireless, if Committee (as a group) pursuant to the Shareholder Vote for approval terms of the Exchange and/or the Merger Agreement is not obtainedSection 4 hereof.

Termination Events. This Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated at any time before and the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case transactions contemplated herein may be, as followsbe abandoned: (a) by mutual written consent of each of the Requisite Noteholders and Holdings, Investco and Wirelessparties hereto; (b) after six months from the date hereof by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement any party by notice to the holders of other party if the Class A Stock in respect of the Shareholder Vote does Closing shall not take place have been consummated on or before April 30prior to such date; provided, 2007however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available if such failure to consummate the Closing results primarily from a breach by the terminating party of any representation, warranty or covenant contained in this Agreement; (c) by either Purchaser upon written notice to Seller if any event occurs or condition exists that would render impossible the Requisite Noteholders satisfaction of one or Holdingsmore conditions to the obligations of Purchaser to consummate the Closing contemplated by this Agreement as set forth in Article VII (other than as a result of a breach of this Agreement by Purchaser), Investco and Wireless, if the Recapitalization is Purchaser has not substantially consummated on or before May 31, 2007waived such condition; (d) by either Seller upon written notice to Purchaser if any event occurs or condition exists that would render impossible the Requisite Noteholders satisfaction of one or Holdingsmore conditions to the obligations of Seller to consummate the Closing contemplated by this Agreement as set forth in Article VII (other than as a result of a breach of this Agreement by Seller), Investco and Wireless Seller has not waived such condition; or (e) by any party, if there shall have been issued an a final order, decree or injunction having the effect of making the Exchange ruling enjoining or the Merger illegal or permanently otherwise prohibiting the consummation any of the Exchange transactions contemplated by this Agreement has been issued by (i) any federal or state court in the Merger, and United States having jurisdiction or (ii) any similar court or Governmental Authority (unless such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholdersruling has been withdrawn, if either of Holdings, Investco reversed or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(eotherwise made inapplicable), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained.

Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Contemplated Transactions abandoned at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders Ashland and Holdings, Investco and WirelessBuyer; (b) by either Ashland if (i) Buyer shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (x) would result in the Requisite Noteholders or Holdings, Investco and Wireless, if delivery failure of a proxy statement condition set forth in Section 4.1 or 4.3 and (y) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from Ashland of such breach or failure to perform or any shorter period of time that remains between the holders date of such written notice and the End Date or (ii) if all of the Class A Stock conditions set forth in respect Sections 4.1 and 4.2 have been satisfied or waived (other than the condition set forth in Section 4.1(d) and other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and Buyer fails to consummate the transactions contemplated by this Agreement within five Business Days following the date the Closing should have occurred pursuant to Section 3.1 and the Company stood ready and willing to consummate during such period (it being understood that, during such period of five Business Days following the date the Closing should have occurred pursuant to Section 3.1, Buyer shall not be entitled to terminate this Agreement pursuant to Section 8.1(e)(ii)); (c) by Buyer if (i) Ashland shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (x) would result in the failure of a condition set forth in Section 4.1 or 4.2 and (y) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from Buyer of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date. (d) by Buyer on the circumstances contemplated by Section 7.3(b); or (e) by either Ashland or Buyer if (i) any of the Shareholder Vote does conditions set forth in Section 4.1 shall have become incapable of fulfillment due to (x) the final and nonappealable entry of any Order preventing or enjoining the Contemplated Transactions or(y) the final and nonappealable entry of any Legal Restraint preventing the Contemplated Transactions or (ii) the Closing has not take place occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before April 30, 2007; 2011 or such later date as the parties may agree upon (c) by either such date, the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e“End Date”), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained.

Termination Events. This Agreement may (a) If either (i) all of any Related Premises shall be terminated taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises, (any time before the Closing one or all of the Exchange Related Premises described in the above clauses (except i) and (ii) above being hereinafter referred to as otherwise providedthe "Affected Premises" and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a "Termination Event"), whether before then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting NoteholdersCasualty, as the case may be, as follows: to give to Landlord written notice (aa "Termination Notice") by mutual written consent of each in the form described in Paragraph 18(b) of the Requisite Noteholders Tenant's election to terminate this Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall cause the Leased Premises to be repaired or rebuilt in accordance with Paragraphs 17 and Holdings, Investco and Wireless;19. (b) by either A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease as to the Requisite Noteholders or HoldingsAffected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), Investco (ii) a binding and Wirelessirrevocable offer of Tenant to pay the Termination Amount, (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein, and (iv) an original termination notice from UHS of UHS' intention to terminate the UHS Lease as to the Affected Premises effective as of the same date as Tenant's notice and containing a binding and irrevocable offer of UHS to pay the applicable "Termination Amount" under the UHS Lease for the Corresponding UHS Premises and, if the Termination Event is an event described in Paragraph 18(a)(ii) of the UHS Lease, the certification and covenant described therein; it being agreed by Tenant that no Termination Notice given by Tenant hereunder shall be of any force or effect unless accompanied by a simultaneous "Termination Notice" from UHS with respect to the Corresponding UHS Premises. Promptly upon the delivery to Landlord of a proxy statement Termination Notice, Landlord and Tenant shall commence to the holders determine Fair Market Value of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007;Affected Premises. (c) If Landlord shall reject such offer by either Tenant to pay to Landlord the Requisite Noteholders Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection") which Rejection shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or Holdings, Investco interest in or to any of the Affected Premises and Wireless(iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Recapitalization date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is not substantially consummated on to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award. It is acknowledged and agreed by Landlord that any acceptance or before May 31Rejection of a Termination Notice from Tenant under this Paragraph 18(c) or 18(d) below shall also concurrently contain the same response (i.e. an acceptance or Rejection, 2007;as the case my be) of the termination Notice delivered by UHS with respect to the Corresponding UHS Premises. (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there Unless Tenant shall have been issued an orderreceived a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, decree Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or injunction having its designee the effect of making the Exchange Affected Premises or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Mergerremaining portion thereof, and such orderif any, decree or injunction shall have become final and nonappealable;all in accordance with Paragraph 20. (e) by In the Requisite Noteholders, if either event of Holdings, Investco or Wireless has breached any material provision the termination of this Agreement Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and any effect as to the Remaining Premises; provided, that the Basic Rent for the Remaining Premises to be paid after such breach remains uncured for termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a period of five (5) days after written notice of such breach, specifically identifying percentage equal to the nature of such breach and the intent sum of the Requisite Noteholders to terminate percentages set forth on Exhibit "F" for the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedRemaining Premises.

Termination Events. This Agreement may be terminated and the Purchase may be abandoned, at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders Sellers and Holdings, Investco and WirelessPurchaser; (b) by either Sellers or Purchaser, if: (i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the Requisite Noteholders or Holdingstransactions contemplated by this Agreement; provided, Investco and Wirelessthat the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if delivery of a proxy statement any, under Section 6.3; or (ii) the Closing Date shall not have occurred on or prior to the holders date that is forty-five (45) days from the date of this Agreement (the Class A Stock “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in respect material breach of the Shareholder Vote does not take place on or before April 30, 2007this Agreement; (c) by Sellers, if: (i) any of the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, in either case, (x) would result in the Requisite Noteholders failure of a condition set forth in Section 7.3(a) or Holdings, Investco Section 7.3(b) and Wireless(y) which is not curable or, if the Recapitalization curable, is not substantially consummated on or before May 31cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Sellers to Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided, 2007;that Sellers may not terminate this Agreement pursuant to this Section 9.1(c) if Sellers is in material breach of this Agreement; or (d) by either Purchaser, if: (i) any of the Requisite Noteholders representations and warranties of any Seller contained in Article IV shall fail to be true and correct or Holdings, Investco and Wireless if (ii) there shall have been issued an orderbe a breach by any Seller of any covenant or agreement of Sellers or Parent in this Agreement that, decree in either case, (x) would result in the failure of a condition set forth in Section 7.2(a) or injunction having Section 7.2(b) and (y) which is not curable or, if curable, is not cured upon the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation occurrence of the Exchange earlier of (1) the thirtieth (30th) day after written notice thereof is given by Purchaser to Sellers or Parent and (2) the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of day that is five (5) days after written notice of such breachBusiness Days prior to the End Date; provided, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to that Purchaser may not terminate the this Agreement pursuant to this Section 11.1(e), 9.1(d) if Purchaser is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any in material provision breach of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedAgreement.

Termination Events. This Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent agreement of each of the Requisite Noteholders REC and Holdings, Investco and WirelessBuyer; (b) by written notice of either REC or Buyer to such other Party if: (i) the Requisite Noteholders Closing has not occurred by the close of business on November 1, 2018 (the “Outside Date”); or (ii) there is in effect a final and non-appealable Order by a Governmental Authority of competent jurisdiction restraining, enjoining or Holdings, Investco and Wireless, if delivery of a proxy statement to otherwise prohibiting the holders consummation of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007transactions contemplated by this Agreement; (c) by either Buyer by written notice to REC if: (i) any condition to the Requisite Noteholders obligations of Buyer set forth in Article 9 or Holdings, Investco Article 10 has become reasonably incapable of fulfillment and Wireless, if the Recapitalization such condition is not substantially consummated on waived in writing by Buyer; (ii) (A) any Seller is in breach of any representation or before May 31warranty or any covenant or agreement contained in this Agreement, 2007the Bid Procedures Order and/or the Sale Order, (B) such breach would result in a failure of a condition set forth in Article 9 or Article 10 and (C) such breach has not been cured by the earlier of (1) twenty (20) Business Days after the giving of written notice by Buyer to Sellers of such breach and (2) the Outside Date; (iii) any Seller files a motion to have the Bankruptcy Court enter an Order dismissing, or converting the Bankruptcy Case into cases under chapter 7 of the Bankruptcy Code or appointing a trustee in the Bankruptcy Case or appointing an examiner with enlarged power related to the operation of the Business (beyond those set forth in Section 1106(a)(3) or (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; (iv) the Sale Order is not entered by the Bankruptcy Court within thirty (30) days of the execution of this Agreement by all Parties; (v) the Sale Order is amended, modified, vacated, reversed, or terminated without the prior written consent of Buyer; (d) by either REC by written notice to Buyer if: (i) any condition to the Requisite Noteholders obligations of Sellers set forth in Article 10 or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect Article 11 has become incapable of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, fulfillment and such ordercondition is not waived in writing by Sellers; (A) Buyer breaches any representation or warranty or any covenant or agreement contained in this Agreement, decree (B) such breach would result in a failure of a condition set forth in Article 10 or injunction shall have become final Article 11 and nonappealable(C) such breach has not been cured by the earlier of (1) twenty (20) Business Days after the giving of written notice by REC to Buyer of such breach and (2) the Outside Date; (e) automatically with no further action by any Party if the Bankruptcy Court shall have entered an order approving a Competing Bid as the Successful Bidder, Buyer is the Backup Bidder (as defined in the Bid Procedures Order) and the transaction contemplated by such Competing Bid either (i) is thereafter consummated or (ii) has not terminated but has not yet been consummated by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of date forty-five (545) days after written notice of such breachthe Sale Hearing (as defined in the Bid Procedures Order); provided, specifically identifying the nature of such breach and the intent of the Requisite Noteholders however, that no Party shall be entitled to terminate the this Agreement pursuant to this under Section 11.1(e12.1(b)(i), is delivered by Section 12.1(c)(i), Section 12.1(c)(ii), or Section 12.1(d) if such Party’s breach of any representations or warranties set forth herein or such Party’s breach of its covenants and agreements hereunder (or with respect to Sellers under the Requisite Noteholders to Holdings, Investco and Wireless; (fBid Procedures Order and/or the Sale Order) by Holdings, Investco and Wireless, if causes any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured conditions to Closing set forth in Article 10 and/or Article 11 for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of HoldingsSellers, or withdraws such recommendation; or (i) Article 9 and/or Article 10, for a breach by either the Requisite Noteholders or HoldingsBuyer, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedto be satisfied.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsterminated: (a) by the mutual written consent of each of the Requisite Noteholders Purchaser and Holdings, Investco and WirelessSeller; (b) by either Purchaser if by 12:00 a.m. (Pacific Time) on August 2, 2021 (“End Date”), and any condition set forth in Section 7 (other than any condition to be satisfied at the Requisite Noteholders Closing) has not been satisfied or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders waived as of the Class A Stock in respect time of the Shareholder Vote does End Date; provided, however, that Purchaser shall not take place on be entitled to terminate this Agreement pursuant to this Section 9.1(b) if Purchaser’s breach of any representation, warranty, covenant or before April 30, 2007agreement under this Agreement resulted in the failure of any condition set forth in Section 7 to be satisfied by the End Date; (c) by either Seller if by the Requisite Noteholders End Date, any condition set forth in Section 8 has not been satisfied or Holdingswaived as of the End Date; provided, Investco and Wirelesshowever, that Seller shall not be entitled to terminate this Agreement pursuant to this Section 9.1(c) if a breach of any representation, warranty, covenant or agreement under this Agreement by Seller or UAV resulted in the Recapitalization is not substantially consummated failure of any condition set forth in Section 8 to be satisfied by such time on or before May 31, 2007the End Date; (d) by either the Requisite Noteholders Purchaser or Holdings, Investco and Wireless if there Seller if: (i) a court of competent jurisdiction or other Governmental Entity shall have been issued an ordera final and nonappealable Order or shall have taken any other action, decree or injunction having the effect of making the Exchange permanently restraining, enjoining or the Merger illegal or permanently otherwise prohibiting the Stock Purchase; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Stock Purchase by any Governmental Entity that would make consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealableStock Purchase illegal; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained.

Termination Events. This Agreement may (a) If (i) the Leased Premises shall be terminated at taken by a Taking or (ii) any time before the Closing substantial portion of the Exchange Leased Premises shall be taken by a Taking or all or any substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty and, in such case, Tenant certifies to Landlord that it will forever abandon operations at the Leased Premises (except each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as otherwise provideda "Termination Event"), whether before then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting NoteholdersCasualty, as the case may be, as follows: (a) by mutual to give to Landlord and Lender written consent of each notice of the Requisite Noteholders and Holdings, Investco and Wireless;Tenant's option to terminate this Lease (a "Termination Notice") in the form described in Paragraph 18(b). (b) by either A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the Requisite Noteholders or Holdingsfirst Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), Investco (ii) a binding and Wirelessirrevocable offer of Tenant to purchase the Leased Premises for an amount equal to the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), if the certification described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a proxy statement Termination Notice, Landlord and Tenant shall commence to determine the holders Fair Market Value of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007;Leased Premises. (c) If Landlord shall reject such offer to purchase the Leased Premises by either written notice to Tenant (a "Rejection"), which Rejection shall contain the Requisite Noteholders or Holdingswritten consent of Lender, Investco and Wirelessnot later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if the Recapitalization is Tenant has not substantially consummated satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or before May 31prior to the Termination Date (collectively, 2007;"Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, (ii) Tenant shall promptly vacate and shall have no further right, title or interest in or to any of the Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then on the Termination Date Tenant shall assign to Landlord all of its right, title and interest, if any, in and to the Net Award. (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there Unless Tenant shall have been issued an orderreceived a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, decree Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord (or injunction having Lender if the effect of making Mortgage requires or permits Lender to so require) the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, Termination Amount and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholdersall Remaining Obligations and, if either of Holdingsrequested by Tenant, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or Landlord shall (i) by either convey to Tenant the Requisite Noteholders Leased Premises or Holdings, Investco and Wirelessthe remaining portion thereof, if any, and (ii) pay to or assign to Tenant its entire interest in and to the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedNet Award, all in accordance with Paragraph 20.

Termination Events. (a) This Agreement may be terminated at any time before prior to the Closing Closing: (i) by mutual written consent of the Exchange Purchaser, the Company and the Stockholders’ Representative; (except as otherwise provided), whether before or after the Shareholder Vote, ii) by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless Purchaser to the Consenting NoteholdersCompany and the Stockholders’ Representative, if there has been a breach of any representation, warranty, covenant or agreement by the Company or the Stockholders, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 6.1 or Section 6.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Purchaser to the Company and the Stockholders’ Representative, and (B) the Expiration Date; (iii) by written notice from the Stockholders’ Representative to the Purchaser, if there has been a breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 6.1 or Section 6.3 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Stockholders’ Representative to the Purchaser, and (B) the Expiration Date; or (iv) by five (5) days’ prior written notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Company and the Stockholders’ Representative, as the case may be, as follows: in the event the Closing has not occurred on or prior to March 1, 2017 (athe “Expiration Date”) for any reason other than delay or nonperformance of or breach by mutual written consent of each of the Requisite Noteholders and Holdingsparty seeking such termination; provided that the parties may mutually agree, Investco and Wireless;in writing, to extend the Expiration Date. (b) by either In the Requisite Noteholders or Holdings, Investco and Wireless, if delivery event of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision termination of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this ARTICLE VIII, this Agreement shall forthwith become void and there shall be no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 11.1(e5.7 (Confidentiality), is delivered by Section 11.3 (Fees and Expenses), Section 11.4 (Waiver; Amendment), Section 11.5 (Entire Agreement), Section 11.6 (Execution of Agreement; Counterparts; Electronic Signatures), Section 11.7 (Governing Law; Venue), Section 11.8 (WAIVER OF JURY TRIAL), Section 11.9 (Attorneys’ Fees), Section 11.10 (Assignment and Successors), Section 11.12 (Notices), Section 11.13 (Construction; Usage), Section 11.14 (Severability), Section 11.15 (Schedules and Exhibits) and this Section 8.1, and the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any definitions used in each of the Consenting Noteholders has breached foregoing sections, including those set forth in Exhibit A hereto, all of which shall survive such termination and the Termination Date. Notwithstanding the foregoing, nothing contained in this Agreement shall relieve any material provision party from liability for any breach of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedAgreement.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by the mutual written consent of each Seller Parent (on behalf of the Requisite Noteholders itself and Holdings, Investco Seller) and WirelessBuyer; (b) by either the Requisite Noteholders Seller Parent (on behalf of itself and Seller) or Holdings, Investco and WirelessBuyer, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does Closing has not take taken place on or before April 30January 31, 20072011 (other than as a result of any failure on the part of the terminating party to comply with or perform its covenants and obligations under this Agreement); (c) by either Seller Parent (on behalf of itself and Seller) or Buyer if: (i) any court of competent jurisdiction or other Governmental Authority shall have issued a final and non-appealable order or shall have taken any other action having the Requisite Noteholders effect of permanently restraining or Holdings, Investco and Wireless, if otherwise prohibiting the Recapitalization is not substantially consummated on transactions contemplated by the Transaction Documents; or before May 31, 2007(ii) any Law making illegal the transactions contemplated by the Transaction Documents shall have become effective; (d) by either the Requisite Noteholders or Holdings, Investco Seller Parent (on behalf of itself and Wireless Seller) if there is a material breach of any representation, warranty, covenant or obligation of Buyer pursuant to this Agreement; provided, however, that Seller Parent shall have been issued an order, decree or injunction having the effect not be permitted to terminate this Agreement pursuant to this Section 7.1(d) on account of making the Exchange or the Merger illegal or permanently prohibiting the consummation any breach which is curable by Buyer unless Buyer fails to cure such breach within thirty (30) days after receiving notice of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable;breach; or (e) by the Requisite NoteholdersBuyer if there is a material breach of any representation, if either warranty, covenant or obligation of HoldingsSeller or Seller Parent pursuant to this Agreement; provided, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breachhowever, specifically identifying the nature of such breach and the intent of the Requisite Noteholders that Buyer shall not be permitted to terminate the this Agreement pursuant to this Section 11.1(e), 7.1(e) on account of any breach which is delivered curable by the Requisite Noteholders Seller or Seller Parent unless Seller or Seller Parent fails to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any cure such breach remains uncured for a period of five within thirty (530) days after written receiving notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Votemay, by written notice from given before or at the Requisite Noteholders to Holdings and Investco or HoldingsClosing, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (a) by mutual written consent of each of the Requisite Noteholders Purchaser and Holdings, Investco and WirelessConvaTec; (b) by either the Requisite Noteholders Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties or Holdingscovenants contained in this Agreement) if there has been a breach of any of the Sellers’ representations, Investco and Wirelesswarranties or covenants contained in this Agreement, if delivery which would result in the failure of a proxy statement condition set forth in Section 6.1(a) or Section 6.1(b), and which breach has not been cured within 15 days after written notice of the breach has been delivered to the holders of Sellers from the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007Purchaser; (c) by either ConvaTec (so long as the Requisite Noteholders Sellers are not then in material breach of any of their representations, warranties or Holdingscovenants contained in this Agreement) if there has been a breach of any of the Purchaser’s representations, Investco warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and Wireless, if which breach has not been cured within 15 days after written notice of the Recapitalization is not substantially consummated on or before May 31, 2007breach has been delivered to the Purchaser from ConvaTec; (d) by either the Requisite Noteholders Purchaser or HoldingsConvaTec if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, Investco and Wireless if there shall have been issued an order, decree or injunction in each case having the effect of making the Exchange permanently restraining, enjoining or the Merger illegal or permanently otherwise prohibiting the consummation transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 7.1(d) will not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of or resulted in the Exchange action or the Merger, and such order, decree or injunction shall have become final and nonappealableevent described in this Section 7.1(d) occurring; (e) by the Requisite Noteholders, Purchaser if either of Holdings, Investco or Wireless the Closing has breached any material provision of this Agreement and any such breach remains uncured for a period of five not occurred (5) days after written notice of such breach, specifically identifying other than through the nature of such breach and the intent failure of the Requisite Noteholders Purchaser to terminate the Agreement pursuant to comply fully with its obligations under this Section 11.1(e)Agreement) on or before September 30, is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;2012; or (f) by Holdings, Investco and Wireless, ConvaTec if any the Closing has not occurred (other than through the failure of the Consenting Noteholders has breached any material provision of Sellers to comply fully with their obligations under this Agreement and any such breach remains uncured for a period of five (5Agreement) days after written notice of such breachon or before September 30, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained2012.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Voteterminated, by written notice from given prior to or at the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual either Buyer or the Acquired Companies if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived, (or, if such Breach is subject to cure, if such Breach has not been cured) within 10 Business Days after the date of written consent notice of each of such Breach from the Requisite Noteholders and Holdings, Investco and Wireless;other party. (b) by either the Requisite Noteholders Buyer if: (i) any condition in Section 7.1 or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders 7.2 has not been satisfied as of the Class A Stock in respect Closing Date (other than through the failure of the Shareholder Vote does not take place Buyer to comply with its obligations under this Agreement), (ii) on or before April 30February 28, 2007, the Acquired Companies have not delivered the audited consolidated balance sheets of Clayco as at December 31, 2005 and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for the fiscal years then ended, together with the unqualified report thereon of KPMG, independent certified public accountants, in accordance with GAAP, (iii) the Market Price is less than $24.00 or greater than $36.00, (iv) the Audit Adjustment is more than $150,000, (v) the Acquired Companies fail to deliver timely notice that they are willing to cause the Title Objections to be removed or cured or fail to remove or cure the Title Objections prior to the Closing, or (vi) satisfaction of any condition in Section 7.1 or 7.2 is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; (c) by either the Requisite Noteholders Acquired Companies if (i) the Market Price is less than $24.00 or Holdingsmore than $36.00, Investco (ii) any condition in Section 7.1 or 7.3 has not been satisfied as of the Closing Date (other than through the failure of any of the Acquired Companies to comply with its or their obligations under this Agreement), or (iii) satisfaction of such a condition is or becomes impossible (other than through the failure of any Acquired Company to comply with its obligations under this Agreement) and Wireless, if the Recapitalization is Acquired Companies have not substantially consummated waived such condition on or before May 31, 2007the Closing Date; (d) by either mutual consent of Buyer and the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable;Acquired Companies; or (e) by either Buyer or the Requisite NoteholdersAcquired Companies if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before March 31, if either 2007, or such later date as the parties may agree upon; provided that the right to terminate this Agreement under this Section 8.1(e) shall not be available to any party whose action or failure to act has been the cause of Holdings, Investco or Wireless has breached any material provision resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a Breach of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedAgreement.

Termination Events. This Prior to Closing, this Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (a) by By the mutual written consent agreement of each of Buyer and Seller with the Requisite Noteholders termination to be effective the date such termination agreement is signed by both Seller and Holdings, Investco and Wireless;Buyer; or (b) by either By Buyer if, on the Requisite Noteholders or HoldingsOutside Date, Investco and Wireless, if delivery of a proxy statement to the holders any of the Class A Stock conditions set forth in respect Article 7 hereof shall not have been satisfied or waived, such termination to be effective immediately on Seller’s receipt of the Shareholder Vote does not take place on or before April 30, 2007;such termination notice from Buyer; or (c) by either By Seller if, on the Requisite Noteholders Outside Date, any of the conditions set forth in Article 8 hereof shall not have been satisfied or Holdingswaived, Investco and Wireless, if the Recapitalization is not substantially consummated such termination to be effective immediately on or before May 31, 2007;Buyer’s receipt of such termination notice from Seller; or (d) by either By Seller if Buyer is not able to close on the Requisite Noteholders Closing Date, due to lack of or Holdingsinsufficient financing and Buyer and Seller do not mutually agree in writing to extend the Closing Date, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect such termination to be effective immediately on Buyer’s receipt of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable;termination notice from Seller; or (e) By either Seller or Buyer if for any reason (other than the lack of or insufficient financing as provided for immediately above) the Closing has not occurred by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;Outside Date; or (f) by HoldingsBy Seller if Buyer fails to pay the Deposit when due under Section 2.3. Notwithstanding the foregoing, Investco and Wirelessa Party that is in material breach of or default under this Agreement or any other Transaction Document, if any of the Consenting Noteholders has breached any material provision or that is in breach of this Agreement or any other Transaction Document in any respect and any such breach remains uncured for a period caused one or more of five (5) days after written notice the Closing conditions of such breachBuyer or Seller contained herein to not be satisfied, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless shall not be entitled to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or except, in the Merger Agreement to case of a breach or default by Buyer, with the shareholders consent of HoldingsSeller, or withdraws such recommendation; or (i) in the case of a breach or default by either Seller, with the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval consent of the Exchange and/or the Merger Agreement is not obtainedBuyer.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Votemay, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless given prior to the Consenting NoteholdersClosing, as the case may be, as followsbe terminated: (a) by mutual written consent of each of the Requisite Noteholders Buyer and Holdings, Investco and Wirelessthe Seller; (b) (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, Buyer if delivery of a proxy statement to the holders any of the Class A Stock conditions contained in respect Sections 4.02, 4.03 and 4.04 of this Agreement has not been satisfied on the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Shareholder Vote does Buyer to comply with its obligations under this Agreement) and the Buyer has not take place waived such condition on or before April 30such date; or (ii) by the Seller, 2007if any of the conditions contained in Sections 4.01, 4.03 and 4.04 of this Agreement has not been satisfied on the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller to comply with its obligations under this Agreement) and the Seller has not waived such condition on or before such date; (c) by either the Requisite Noteholders Buyer or Holdings, Investco and Wireless, the Seller if the Recapitalization is Closing has not substantially consummated occurred (other than through the failure of the Party seeking to terminate this Agreement to fully comply with its obligations under this Agreement) on or before May 31the date that is nine (9) months from the date hereof, 2007provided the Buyer’s right to renew such period under Section 12.03 has not been exercised; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless Buyer if there shall have a material breach of this Agreement has been issued an order, decree or injunction having committed by the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, Seller and such order, decree or injunction shall have become final and nonappealablebreach has not been waived; (e) by the Requisite Noteholders, Seller if either of Holdings, Investco or Wireless has breached any a material provision breach of this Agreement has been committed by the Buyer and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;has not been waived; or (f) by Holdingsthe Buyer if, Investco and Wirelessat Closing, if any as a result of the Consenting Noteholders has breached any material provision most recent minutes of this Agreement and any such breach remains uncured for a period Technical Committee Meeting - TCM or an Operating Committee Meeting — OCM of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of HoldingsBlock BCAM-40, or withdraws such recommendation; or (i) by either an official communication amongst the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval members of the Exchange and/or Block BCAM-40 consortium, that discusses the Merger Agreement compression station, there is reasonable indication that such final investment decision will not obtainedbe taken within six (6) months after Closing, in which case the penalty described in 12.02(b) will not apply.

Termination Events. This Agreement may may, by notice given prior to or at the Closing (except for Subparagraph (c) below), be terminated at terminated: (i) by Buyer, if a material Breach of any time provision of this Agreement has been committed by Seller and Seller has not cured such Breach within thirty (30) days after receipt of such notice but in no event later than the Closing, and (ii) by Seller if a material Breach of any provision of this Agreement has been committed by Buyer and Buyer has not cured such Breach within thirty (30) days after receipt of such notice but in no event later than the Closing, provided that the non- Breaching party has not waived such Breach; (b) (i) by Buyer if any of the conditions in SECTION 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller if any of the Exchange conditions in SECTION 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (except as otherwise provided)other than through the failure of Seller to comply with its obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; (c) by Buyer, whether on or before September 17, 1999, if the Board of Directors of Buyer's General Partner, Maverick Tube Corporation, a Delaware corporation, shall have failed to approve this Agreement and the consummation of the Contemplated Transactions for any reason or after no reason, including, without limitation, the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless availability of financing with respect to the Consenting Noteholders, Contemplated Transactions in such amount and on such terms as the case may be, as follows:shall be satisfactory to such Board of Directors in its sole and absolute discretion. (ad) by mutual written consent of each of the Requisite Noteholders Buyer and Holdings, Investco and Wireless; (b) by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable;Seller; and/or (e) by Buyer or Seller if the Requisite Noteholders, if either Closing has not occurred (other than through the failure of Holdings, Investco or Wireless has breached any material provision of party seeking to terminate this Agreement and any such breach remains uncured for a period of five (5to comply fully with its obligations under this Agreement) days after written notice of such breachon or before February 28, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings2000, or withdraws such recommendation; or (i) by either later date as the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedparties may agree upon.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Votemay, by written notice from given prior to or at the Requisite Noteholders to Holdings and Investco or HoldingsClosing, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (a) by mutual Seller, if Buyer shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Article VIII that cannot be cured by the End Date, provided Seller shall have given Buyer written consent notice, delivered at least thirty (30) days prior to such termination, notifying Buyer of each of the Requisite Noteholders and Holdings, Investco and Wirelesssuch breach or failure to perform; (b) by either the Requisite Noteholders or Holdings, Investco and WirelessBuyer, if delivery Seller shall have breached or failed to perform in any material respect any of their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform would result in a failure of a proxy statement condition set forth in Article VII that cannot be cured by the End Date, provided Buyer shall have given Seller written notice, delivered at least thirty (30) days prior to the holders such termination, notifying Seller of the Class A Stock in respect of the Shareholder Vote does not take place on such breach or before April 30, 2007failure to perform; (c) (i) by either Buyer if any of the Requisite Noteholders conditions in Article VII has not been satisfied as of the Closing Date or Holdings, Investco if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Wireless, if the Recapitalization is Buyer has not substantially consummated waived such condition on or before May 31the Closing Date; or (ii) by Seller, 2007if any of the conditions in Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; (d) by either the Requisite Noteholders any of Seller or Holdings, Investco and Wireless Buyer if there any Governmental Body shall have been issued an order, decree Order permanently enjoining or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, transaction contemplated under this Agreement and such order, decree or injunction Order shall have become final and nonappealablenonappealable (but only if the party seeking to terminate pursuant to this clause (d) shall have used commercially reasonable efforts to oppose and remove such Order); (e) by the Requisite Noteholders, if either mutual consent of Holdings, Investco or Wireless has breached any material provision of this Agreement Buyer and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;Seller; or (f) by Holdings, Investco and Wireless, either Buyer or Seller if the Closing has not occurred (other than through the failure of any of the Consenting Noteholders has breached any material provision of party seeking to terminate this Agreement and any such breach remains uncured for a period of five (5to comply fully with its obligations under this Agreement) days after written notice of such breachon or before May 2, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings2014, or withdraws such recommendation; or later date as the parties may agree upon in writing (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained“End Date”).

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (a) by mutual written consent The Employment Term will end, and the parties will not have any rights or obligations under this Agreement (except for the rights and obligations under those Sections of each this Agreement that are continuing and will survive the end of the Requisite Noteholders Employment Term, as specified in Section 11.10 of this Agreement) on the earliest to occur of the following events (each a “Termination Date”): (1) the death of Employee; (2) the termination of Employment as a result of Employee’s Disability (as defined in Section 4.1(b) of this Agreement) of Employee; (3) the termination of Employee’s employment by Employee without Good Reason (as defined in Section 4.1(d) of this Agreement); (4) the termination of Employee’s employment by SBG for Cause (as defined in Section 4.1(c) of this Agreement); (5) the termination of Employee’s employment by SBG without Cause; or (6) the termination of Employee’s employment by Employee for Good Reason (as defined in Section 4.1(d) of this Agreement) within three (3) months of the inception of the event giving rise to the Good Reason; provided, however, the Employee has first given the Employer written notice of the Good Reason within ten (10) business days of its occurrence and Holdings, Investco and Wireless;thirty (30) days following such notice to correct it. (b) Except as is provided in the last sentence of this Section 4.1(b), for the purposes of this Agreement, “Disability” means Employee’s inability, whether mental or physical, to perform the normal duties of Employee’s position for ninety (90) days (which need not be consecutive) during any twelve (12) consecutive month period, and the effective date of such Disability shall be the day next following such ninetieth (90th) day. If SBG and Employee are unable to agree as to whether Employee is disabled, the question will be decided by either the Requisite Noteholders or Holdingsa physician to be paid by SBG and designated by SBG, Investco and Wireless, if delivery of a proxy statement subject to the holders approval of the Class A Stock in respect of the Shareholder Vote does Employee (which approval may not take place on or before April 30, 2007; (cbe unreasonably withheld) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become whose determination will be final and nonappealable; (e) by binding on the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to parties. Notwithstanding anything in this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f4.1(b) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of or in this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders contrary, to the extent necessary to prevent a violation of Holdingssection 409A of the Internal Revenue Code (and any guidance issued thereunder), “Disability” means a medically determinable physical or withdraws mental impairment which qualifies Employee for total disability benefits under the Social Security Act and/or which, in the opinion of the SBG (based upon such recommendation; or evidence as it deems satisfactory): (i) by either the Requisite Noteholders can be expected to result in death or Holdingsto last at least twelve (12) months, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained(ii) will prevent Employee from performing any substantial gainful activity.

Termination Events. This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Votemay, by written notice from given prior to or at the Requisite Noteholders to Holdings and Investco or HoldingsClosing, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsbe terminated: (a) by mutual written consent either (i) Buyer or (ii) Sellers' Representative, if a material Breach of each any provision of this Agreement has been committed by the Requisite Noteholders other party, and Holdingswhich Breach, Investco and Wirelessunless waived by the terminating party, is incapable of being cured or has not been cured prior to ten (10) days following such Breach; (bi) by either the Requisite Noteholders or Holdings, Investco and Wireless, Buyer if delivery of a proxy statement to the holders any of the Class A Stock conditions in respect Section 7 has not been satisfied as of the Shareholder Vote does Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not take place waived such condition on or before April 30the Closing Date; or (ii) by Sellers' Representative, 2007if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Sellers' Representative has not waived such condition on or before the Closing Date; (c) by either the Requisite Noteholders or Holdingsmutual consent of (i) Buyer, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007(ii) Sellers' Representative; (d) by either (i) Buyer or (ii) Sellers' Representative if the Requisite Noteholders Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or Holdingsbefore December 18, Investco and Wireless if there shall have been issued an order2001, decree or injunction having such later date as the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealableparties may agree upon; (e) by the Requisite NoteholdersBuyer prior to Closing, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of within five (5) business days after written notice of such breachreceipt of any Update, specifically identifying the nature which Update discloses facts of such breach and the intent conditions that would make Section 7.1 impossible to satisfy, Buyer notifies Sellers of the Requisite Noteholders its decision to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;Agreement; or (f) by Holdings, Investco and Wirelessthe Sellers' Representative prior to Closing, if any material fact or issue has arisen that could reasonably be expected to make the consummation of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this financing contemplated by Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained4.6 unlikely.

Termination Events. This Subject to Section 9.03, this Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsterminated: (a) by mutual written consent the Buyer if a material breach of each of the Requisite Noteholders and Holdings, Investco and Wireless; (b) by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007; (c) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement has been committed by any Seller or the Company, which breach would give rise to the failure of any of the conditions specified in Section 9.01, and any such breach remains uncured for a period has not been either (i) waived in writing, or (ii) if capable of five being cured, cured within thirty (530) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders Buyer to Holdings, Investco and Wirelessthe Sellers’ Representative; (fb) by Holdings, Investco and Wireless, the Sellers’ Representative if a material breach of any of the Consenting Noteholders has breached any material provision of this Agreement has been committed by the Buyer, which breach would give rise to the failure of any of the conditions specified in Section 9.02, and any such breach remains uncured for a period has not been either (i) waived in writing, or (ii) if capable of five being cured, cured within thirty (530) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco the Sellers’ Representative to the Consenting NoteholdersBuyer; (gc) by Holdingsthe Buyer if any of the conditions precedent set forth in Section 9.01 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of December 31, 2021 or if satisfaction of such a condition becomes impossible (other than through failure of the Board elects Buyer to terminate comply with its obligations under this Agreement) and the Exchange Agreement in order to accept a Superior ProposalBuyer has not waived such condition on or before such date; (hd) by the Requisite NoteholdersSellers’ Representative if any of the conditions precedent set forth in Section 9.02 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of December 31, 2021 or if satisfaction of such a condition becomes impossible (other than through failure of the Board fails Sellers or the Company to recommend comply with their respective obligations under this Agreement and/or Agreement) and the Merger Agreement to Sellers’ Representative or the shareholders of Holdings, Company (as appropriate) have not waived such condition on or withdraws before such recommendationdate; or (ie) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval mutual written agreement of the Exchange and/or Buyer, on the Merger Agreement is not obtainedone hand, and the Sellers’ Representative, on the other hand.

Termination Events. This Agreement may be terminated at without prejudice to any time before the Closing of the Exchange (except as otherwise provided), whether before other rights or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case remedies either party may be, as followshave: (a) by mutual written consent agreement, duly authorized by the managing member of each Buyer and the board of the Requisite Noteholders and Holdings, Investco and Wirelessdirectors of Seller; (b) by either the Requisite Noteholders Buyer or HoldingsSeller if any Governmental Body shall have issued an order, Investco decree, injunction or judgment or taken any other action permanently restraining, enjoining or otherwise prohibiting this transaction and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on such order or before April 30, 2007other action shall have become final and non-appealable; (c) by either Buyer or Seller upon a material breach of any representation, warranty, covenant or agreement on the Requisite Noteholders or Holdingspart of the other party set forth in this Agreement (a “Terminating Breach"), Investco and Wirelesssuch Terminating Breach shall, if capable of cure, not have been cured within forty-five (45) days after receipt by the Recapitalization is not substantially consummated on or before May 31, 2007party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; (d) by either Seller if Buyer is sold, transferred, or otherwise there is a change in control such that the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having successor does not assume all the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealableobligations underlying this Agreement; (ei) by In the Requisite Noteholders, if either event of Holdings, Investco or Wireless has breached any material provision termination of this Agreement and under Section 7.01(a) or Section 7.01(b), the Purchased Assets shall be returned to Seller only after the Purchase Price have been returned to Buyer. Buyer shall have no further obligations to Seller except for any obligations accumulating prior to such breach remains uncured for a period of five (5) days after written notice of termination and following such breach, specifically identifying notice of termination until the nature of such breach Purchased Assets are returned to Seller and all provisions in this Agreement and the intent Non-Competition and Non-Solicitation Agreement shall terminate except those expressly referenced for survival. (ii) In the event of the Requisite Noteholders to terminate the termination of this Agreement pursuant to this by Seller under Section 11.1(e7.01(c), is delivered the Purchased Assets shall not be returned to Seller and the Purchase Price shall not be returned to Buyer, but Sellers’ obligations contained within Article V shall terminate and Sellers’ obligations under the Asset Sale and Lease Agreement, the Customer Purchase Agreement, and the Non-Competition and Non-Solicitation Agreement will terminate (if still in effect at such time). (iii) In the event of termination of this Agreement by Buyer under Section 7.01(c), the Requisite Noteholders Purchased Assets shall not be returned to HoldingsSeller and the Purchase Price shall not be returned to Buyer, Investco but instead the provisions contained within Article V shall terminate. (iv) In the event of termination of this Agreement under Section 7.01(d), the Purchased Assets shall not be returned to Seller and Wireless;the Purchase Price shall not be returned to Buyer, but instead the provisions contained within Article V shall terminate and the Non-Competition and Non-Solicitation Agreement shall terminate (if still in effect at such time). (f) by Holdings, Investco and Wireless, if Each party’s right of termination hereunder is in addition to any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach other rights it may have hereunder or otherwise and the intent exercise of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders right of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval termination shall not be an election of the Exchange and/or the Merger Agreement is not obtainedremedies.

Termination Events. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned, at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless prior to the Consenting Noteholders, as the case may be, as followsClosing: (a) by mutual written consent of each of the Requisite Noteholders Seller and Holdings, Investco and WirelessPurchaser; (b) by either Seller or Purchaser, if: (i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the Requisite Noteholders or Holdingstransactions contemplated by this Agreement, Investco and Wirelessprovided that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if delivery of a proxy statement any, under Section 6.3; or (ii) the Closing Date shall not have occurred on or prior to the holders date that is 60 days from the date of this Agreement (the “End Date”), provided that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement; provided, further, that either party may extend the End Date for up to 60 days if all of the Class A Stock other conditions to the Closing are satisfied or capable of being satisfied and the sole reason that the Closing has not occurred is that the condition set forth in respect Section 7.1(b) has not been satisfied because of the Shareholder Vote does not take place on or before April 30, 2007failure to obtain any applicable Antitrust approval; (c) by Seller, if: (i) any of the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, in either case, (x) would result in the Requisite Noteholders failure of a condition set forth in Section 7.3(a) or Holdings, Investco Section 7.3(b) and Wireless(y) which is not curable or, if the Recapitalization curable, is not substantially consummated on or before May 31cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Seller to Purchaser and (2) the day that is five Business Days prior to the End Date, 2007;provided that Seller may not terminate this Agreement pursuant to this Section 9.1(c) if Seller is in material breach of this Agreement; or (d) by either Purchaser, if: (i) any of the Requisite Noteholders representations and warranties of Seller contained in Article IV shall fail to be true and correct or Holdings, Investco and Wireless if (ii) there shall have been issued an orderbe a breach by Seller of any covenant or agreement of Seller in this Agreement that, decree in either case, (x) would result in the failure of a condition set forth in Section 7.2(b) or injunction having Section 7.2(c) and (y) which is not curable or, if curable, is not cured upon the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation occurrence of the Exchange or earlier of (1) the Merger, and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days 30th day after written notice of such breachthereof is given by Purchaser to Seller and (2) the day that is five Business Days prior to the End Date, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to provided that Purchaser may not terminate the this Agreement pursuant to this Section 11.1(e), 9.1(d) if Purchaser is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any in material provision breach of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedAgreement.

Termination Events. This Agreement may (a) If (i) the entire Leased Premises shall be terminated at taken by a Taking or (ii) any time before the Closing substantial portion of the Exchange Leased Premises shall be taken by a Taking or all or any substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (except each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as otherwise provideda "Termination Event"), whether before then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting NoteholdersCasualty, as the case may be, as follows: (a) by mutual to give to Landlord written consent of each notice of the Requisite Noteholders and Holdings, Investco and Wireless;Tenant's intention to terminate this Lease (a "Termination Notice") in the form described in Paragraph 18(b). (b) by either A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the Requisite Noteholders or Holdingsfirst Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "Termination Date"), Investco (ii) a binding and Wirelessirrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), if the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a proxy statement Termination Notice, Landlord and Tenant shall commence to determine the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007;Fair Market Value. (c) If Landlord shall reject such offer to terminate this Lease by either written notice to Tenant (a "Rejection"), which Rejection shall contain the Requisite Noteholders or Holdingswritten consent of Lender, Investco and Wirelessnot later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if any Basic Rent or real estate taxes payable with respect to the Recapitalization Leased Premises which remain due and unpaid on the Termination Date (collectively, "Remaining Obligations"), then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord or Lender, as the case may be, shall not substantially consummated have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate automatically shall be extended to the first Basic Rent Payment Date after the receipt by Landlord or before May 31Lender, 2007;as the case may be, of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord or Lender, as the case may be, may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations. (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there Unless Tenant shall have been issued an orderreceived a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, decree or injunction having Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the effect of making Termination Date, Tenant shall pay to Landlord the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, Termination Amount and such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholdersall Remaining Obligations and, if either of Holdingsrequested by Tenant, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or Landlord shall (i) by either convey to Tenant or its designee the Requisite Noteholders Leased Premises or Holdings, Investco and Wirelessthe remaining portion thereof, if any, and (ii) pay to or assign to Tenant or its designee Landlord's entire interest in and to the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtainedNet Award (including any portion payable to Lender), all in accordance with Paragraph 20.

Termination Events. This Agreement may be terminated at The occurrence of any time before the Closing one or more of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as followsfollowing events shall constitute a “Termination Event”: (a) The Seller (i) shall fail to make any payment, transfer or deposit required to be made by mutual written consent it hereunder or under any other Transaction Document when due (or, in the case of each a default in payment of an amount less than $10,000 resulting solely from an administrative error or omission by the Seller, such default continues for a period of one (1) Business Day) or (ii) shall fail to observe or perform any other term, covenant or agreement hereunder or under any of the Requisite Noteholders and Holdingsother Transaction Documents to which the Seller is a party or by which the Seller is bound, Investco and Wireless;and, other than with respect to a failure to perform the obligations contained in Section 6.1(a)(xii), such failure shall remain unremedied for ten (10) days after written notice thereof shall have been given to the Seller by the Agent; or (b) any representation, warranty, certification or statement made or deemed made by either the Requisite Noteholders Seller in this Agreement or Holdingsany other Transaction Document to which it is a party or in any other information, Investco and Wireless, if delivery of a proxy statement report or document delivered pursuant hereto or thereto shall prove to the holders of the Class A Stock have been incorrect in any material respect of the Shareholder Vote does not take place on when made or before April 30, 2007;deemed made or delivered; or (c) by either any Event of Bankruptcy shall occur with respect to the Requisite Noteholders Parent, the Collection Agent (if different than the Parent), the Seller, United Receivables I or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007;any Originator; or (d) by either the Requisite Noteholders or Holdings, Investco and Wireless if there a Collection Agent Default shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable;occurred; or (e) the Net Receivables Pool Balance shall be less than the Required Net Receivables Pool Balance for more than 1 Business Day. (f) there shall have occurred any material adverse change in the operations of the Seller or the Collection Agent since March 31, 2003, or any other Material Adverse Effect shall have occurred; or (g) there shall be a “change of control”; provided that for the purposes of this clause only “change in control” means: (i) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, but excluding Permitted Holders) shall acquire beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of 35% or more of the ordinary voting power represented by the Requisite Noteholdersoutstanding Equity Interests of the Parent having ordinary voting power; (ii) during any 24 month period, individuals who at the beginning of such period constituted the Parent’s board of directors (together with any new directors whose election by the Parent’s board of directors or whose nomination for election by the Parent’s shareholders was approved by a vote of at least two-thirds of the directors who either were directors at the beginning of such period or whose nomination or election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Parent; or (iii) any “change of control” or similar event, however denominated, shall occur under, and as defined in, the Parent Credit Agreement, any Subordinated Note Indenture or any document evidencing or governing any other Subordinated Debt; or (iv) any Originator shall cease to be a wholly-owned direct or indirect Subsidiary of the Parent. (h) any Person shall institute steps to terminate any Pension Plan if either the assets of Holdingssuch Pension Plan are insufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), Investco or Wireless has breached a contribution failure occurs with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA; or (i) any material provision of this Agreement or any other Transaction Document to which the Seller is a party shall cease to be in full force and any such breach remains uncured for effect or shall cease to be a period of five (5) days after written notice of such breachlegal, specifically identifying the nature of such breach valid and the intent binding obligation of the Requisite Noteholders to terminate Seller or the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement Seller shall so state in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendationwriting; or (j) as of the last day of any calendar month, (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval three-month rolling average of the Exchange and/or Default Ratio shall exceed 12.00%, (ii) the Merger Agreement is not obtainedthree-month rolling average of the Delinquency Ratio shall exceed 11.50%, (iii) the three-month rolling average of the Dilution Ratio shall exceed 4.00%, or (iv) the three-month rolling average Cash Turnover Days shall be less than 70 days. (k) A “Termination Event,” “Termination Date,” “Purchase Termination Date” or PCA Termination Event” or similar such event, regardless of the defined term used with respect thereto, shall occur under any Transaction Document; or

Termination Events. This Agreement may be terminated at any time before prior to the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows, and in no other manner: (a) by mutual written consent of each of the Requisite Noteholders Motorola and Holdings, Investco and WirelessTPG Holding; (b) by either Motorola if the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders Closing of the Class A Stock in respect of the Shareholder Vote does transactions contemplated by this Agreement shall not take place have occurred on or before April 30September 1, 20071999, or such later date as may have been agreed upon in writing by the parties, PROVIDED, that any such failure to close is not 109 due to any failure to perform, default or breach by Motorola; PROVIDED, FURTHER, that Motorola may, in its sole discretion, by providing written notice to TPG Holding no later than August 27, 1999, extend such date from September 1, 1999 to October 1, 1999; PROVIDED, FURTHER, if such date is extended to October 1, 1999, Motorola may, in its sole discretion, by providing written notice to TPG Holding no later than September 27, 1999, further extend such date from October 1, 1999 to November 1, 1999; (c) by either the Requisite Noteholders or Holdings, Investco and WirelessTPG Holding, if the Recapitalization is Closing of the transactions contemplated by this Agreement shall not substantially consummated have occurred on or before May 31the later of September 1, 20071999, and the date as extended by Motorola pursuant to clause (b) above, or such later date as may have been agreed upon in writing by the parties; PROVIDED, that any such failure to close is not due to any failure to perform, default or breach by TPG Acquisition or TPG Holding; (d) by TPG Holding, provided it is not then in breach of any of its obligations hereunder, if Motorola fails to perform in any material respect any covenant in this Agreement when performance thereof is due or Motorola shall have breached in any material respect any of the representations and warranties contained in this Agreement and does not cure the failure or breach within thirty (30) days after TPG Holding delivers written notice thereof; or if there has been a material breach by Motorola of any of its representations, warranties or covenants under this Agreement and the Collateral Agreements which breach is not curable, or, if curable, is not cured within thirty (30) days of written notice thereof; PROVIDED, that TPG Holding shall not have the right to terminate this Agreement under this SECTION 14.1(d) for reason of a material breach by Motorola of any representation or warranty made by it in this Agreement if Motorola shall prove that such breach and the extent thereof was actually known by a member of the TPG Team on the date hereof; 110 (e) by Motorola, provided it is not then in breach of any of its obligations hereunder, if TPG Acquisition or TPG Holding fails to perform in any material respect any covenant in this Agreement when performance thereof is due or TPG Acquisition or TPG Holding shall have breached in any material respect any of the representations and warranties contained in this Agreement and does not cure the failure or breach within thirty (30) business days after Motorola delivers written notice thereof; or if there has been a material breach by TPG Acquisition or TPG Holding of any of its representations, warranties or covenants under this Agreement which breach is not curable, or, if curable, is not cured within thirty (30) days of written notice thereof. Any termination pursuant to this ARTICLE XIV shall not limit or restrict the rights or other remedies of any party; (f) by TPG Holding if it reasonably determines that either the Requisite Noteholders conditions set forth in SECTION 12.7 or Holdingsthe conditions set forth in SECTION 12.8 cannot be satisfied prior to November 1, Investco and Wireless 1999; (g) by either TPG Holding or Motorola if there any Governmental Authority shall have been issued an a permanent injunction, order, decree or injunction having the effect of making the Exchange ruling or the Merger illegal taken any other action (which injunction, order, decree or ruling TPG Holding and Motorola shall use their Reasonable Efforts to lift), in each case permanently restraining, enjoining, rendering unlawful or otherwise prohibiting the consummation of the Exchange transactions contemplated by this Agreement, the Reorganization Agreement or the MergerCollateral Agreements or any material part thereof in accordance with the terms hereof or thereof, and such order, decree decree, ruling or injunction other action shall have become final and nonappealable; (eh) by TPG Holding if there shall have occurred a Material Adverse Effect which it reasonably determines is not likely to be cured prior to November 1, 1999; 111 PROVIDED, that if Motorola notifies TPG Holding in writing of the Requisite Noteholdersexistence of a Material Adverse Effect occurring after the date hereof, if either of Holdings, Investco or Wireless has breached any material provision of TPG Holding shall be entitled to terminate this Agreement and any pursuant to this SECTION 14.1(h) by reason of the events, circumstances or state of facts having such breach remains uncured Material Adverse Effect only for a period of five (5) 30 days after following TPG Holding's receipt of Motorola's written notice notice; PROVIDED FURTHER, HOWEVER, that TPG Holding's right to terminate this Agreement shall be reinstated in the event that there shall occur a material and adverse exacerbation of such breachevents, specifically identifying the nature circumstances or state of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless; (f) by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendationfacts; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, TPG Holding if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is condition set forth in SECTION 12.11 shall not obtainedhave been satisfied prior to August 1, 1999.

Termination Events. This Agreement may be terminated at Notwithstanding anything contained herein to the contrary, upon (i) the occurrence of any time before Default or Event of Default not specifically enumerated in Schedule 1 hereto, other than the Closing failure during the Deferral Period to observe or perform the covenants contained in Sections 9.1, 9.2 and 10.1 of the Exchange (except as otherwise provided), whether before Credit Agreement and other than any Default or after the Shareholder Vote, by written notice Event of Default arising from the Requisite Noteholders failure to Holdings and Investco or pay interest during the Deferral Period on the 9-1/4% Senior Notes due 2009 of Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (a) by mutual written consent of each of the Requisite Noteholders and Holdings, Investco and Wireless; (bii) the payment by either the Requisite Noteholders any Loan Party of principal, interest or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock other amounts in respect of Indebtedness other than (x) Indebtedness under the Shareholder Vote does not take place Credit Agreement and (y) the repayment of up to $10,300,000 in principal amount of Indebtedness, plus accrued interest, fees and expenses thereon, secured by Liens on the real property of the Company (or before April 30a Subsidiary of the Company) located in Elgin, 2007Illinois upon the receipt by the Company of the proceeds of the sale of such property; (ciii) the payment of any funds as a dividend, loan or otherwise by either any Loan Party to Holdings the Requisite Noteholders proceeds of which are to be used for of principal, interest or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007other amounts in respect of Indebtedness; (div) by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect failure of making the Exchange or the Merger illegal or permanently prohibiting the consummation any Loan Party to comply with any of the Exchange or terms hereof, including without limitation the Merger, and such order, decree or injunction shall have become final and nonappealableagreements contained in Section 5; (ev) by the Requisite Noteholders, if either of Holdings, Investco any representation or Wireless has breached warranty herein shall be untrue or incorrect in any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wirelessrespect; (fvi) by Holdings, Investco and Wireless, if any holder or trustee for such holder or holders of the Consenting Noteholders has breached any material provision Indebtedness in excess of this Agreement and any $25,000,000 shall accelerate such breach remains uncured for a period of five (5) days after written notice of Indebtedness or institute legal proceedings to collect or enforce such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendationIndebtedness; or (ivii) the payment by either any Loan Party of more than $1,000,000 in settlement or satisfaction of any litigation without the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval consent of the Exchange and/or General Administrative Agent; (any such event, a "Termination Event") then and in such event (a) the Merger Agreement is not obtainedDeferral Period shall terminate immediately and without further notice or action by any Administrative Agent or Lender, (b) all interest which was due and payable as of the date hereof and all interest that would have become due and payable but for the Deferral Period shall be immediately due and payable, without further grace period and (c) each Administrative Agent and Lender may exercise all rights and remedies available to it under the Loan Documents in respect of nonpayment of such interest, provided that any Termination Event may be waived and rescinded by the Required Lenders, which waiver and rescission shall be binding on all Lenders and Administrative Agents.