Common use of Termination Events Clause in Contracts

Termination Events. This Agreement may, by written notice given before or at the Closing, be terminated: (a) by mutual consent of the Purchaser and the Seller; (b) by either the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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this Agreement as required by Section IV, T of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in the Hold Separate Order, or the U.S. District Court for the District of Columbia has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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before or at may be terminated prior to the Closing, be terminated: (a) by mutual consent of the Purchaser and the Seller; (b) by By either the Company and Seller or by Purchaser if a court of competent jurisdiction shall have issued an order, decree or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment ruling or taken any other nonappealable final actionaction (which order, decree or ruling the parties hereto shall use their best efforts to lift) and such was not at the request of the party seeking termination of the Agreement, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; or (iib) by Purchaser if the Closing has not taken place on or before December 31, 2010 (the "Initial End Date", as may be extended by Seller pursuant to clause (c) below); provided however, that Purchaser may extend the Initial End Date to February 15, 2011 by written notice to Seller if and only if the extension notice is delivered no later than December 15, 2010; provided further however that the right of Purchaser to terminate this Agreement under this Section (or to extend the Initial End Date) shall not be available if Closing shall not have occurred as a result of any material failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this Agreement; or (c) by Seller and the Company if the Closing has not taken place on or before Initial End Date (as may be extended by Purchaser pursuant to clause (b) above); provided however, that Seller and the Company may extend the Initial End Date to February 15, 2011 by written notice to Purchaser if and only if the extension notice is delivered no later than December 15, 2010; provided further however that the right of Seller and Purchaser to terminate this Agreement under this Section (or to extend the Initial End Date) shall not be available if Closing shall not have occurred as a result of any material failure on the part of Seller or the Company to comply with or perform any covenant or obligation of Seller or the Company set forth in this Agreement; or (d) by the mutual written consent of the parties; or (e) by Purchaser, if the Company or Seller shall materially breach any obligation or agreement hereunder such that (and only if) the U.S. Department of Justice provides written notice that it will conditions referred to in Section 7 would 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 be satisfied and such breach shall not have been cured within seven (iii7) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 business days following written notice of its intention to do so; providedsuch breach, however, provided that the right to terminate this Agreement by Purchaser under this Section 7.1(b9.1(e) will shall not be available where Purchaser is at that time in material breach of this Agreement; (f) by Seller, if Purchaser shall materially breach any obligation or agreement hereunder such that (and only if) the conditions referred to any party whose failure in Section 8 would not be satisfied and such breach shall not have been cured within seven (7) business days following written notice of such breach, provided that the right to fulfill any material covenant terminate this Agreement by Seller under this Section 9.1(f) shall not be available where Seller or the Company is at that time in material breach of this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (cg) by the Purchaser Purchaser, if (i) all of the Closing has not occurred Regulatory Approvals shall have been obtained prior to the Initial End Date (other than through the failure as may be extended hereunder) but any of which contains any of the Special Regulatory Conditions; or (ii) any of the Closing Regulatory Approvals shall have not been obtained prior to the Initial End Date (as may be extended hereunder) (i.e., the applicable Governmental Body has declined to issue the Closing Regulatory Approvals); provided that the right to terminate this Agreement by Purchaser to comply fully with its obligations under this AgreementSection 9.1(g)(ii) on or before September 30, 2010; (d) by shall not be available where the Purchaser upon applicable Governmental Authority has declined to issue the occurrence applicable Closing Regulatory Approval due toPurchaser's breach of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure its undertakings in Section 6.1 of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement maymay be terminated and the transactions contemplated herein may be abandoned, by written notice given before or at any time prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser Seller and the SellerBuyer; (b) by either the Purchaser Seller or the Seller if Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 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 non-appealable and that has issued a nonappealable final Judgment not been vacated, withdrawn or taken any other nonappealable final action, in each case having the effect of permanently overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 party seeking to terminate this Agreement under pursuant to this Section 7.1(b9.01(b) will not be available to any party whose failure to fulfill any material covenant under this Agreementshall have complied with its obligations, including the obligations of the Purchaser if any, under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or6.04; (c) by Seller, if: (i) any of the Purchaser if the Closing has not occurred representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (other than through 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 failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the Purchaser occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to comply fully with its obligations under 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) on or before September 30, 2010;; or (d) by Buyer, if: (i) any of the Purchaser representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of a Material Adverse Effectthe earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; or (eprovided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) by the Seller if the Closing has not occurred (other than through the failure Buyer is in material breach of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before or may be terminated and the Transactions may be abandoned at any time prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser and the SellerAlter, Bied▇▇▇▇▇ ▇▇▇ Sunstone Parties; (b) by either Sunstone Parties, upon a breach of any representation, warranty, covenant, obligation or agreement on the Purchaser part of Alter or Bied▇▇▇▇▇ ▇▇▇ forth in this Agreement, in any case such that the Seller conditions set forth in Section 6.2(a) or 6.2(b), as the case may be, are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Alter; (c) by Alter, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of any of Sunstone Parties such that the conditions set forth in Section 6.3(a) or 6.3(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▇▇▇▇▇, ▇▇on a breach of any representation, warranty, covenant, obligation or agreement on the part of any of Sunstone Parties, such that the conditions set forth in 6.4(a) or 6.4(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Sunstone Parties; 109 (d) by any of Alter, Bied▇▇▇▇▇ ▇▇ Sunstone Parties if (i) any Governmental Authority has court of competent jurisdiction in the United States shall have issued a nonappealable final Judgment and unappealable permanent injunction, order, judgment or taken any other nonappealable final action, in each case having the effect of permanently decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementconsummation of the Transactions, (ii) provided that the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by party seeking to terminate this Agreement as required by Section IV, T under this clause (d) is not then in material breach of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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; this Agreement and provided, howeverfurther, that the right to terminate this Agreement under this Section 7.1(bclause (d) will shall not be available to any party whose failure who shall not have used reasonable commercial efforts to fulfill any material covenant under this Agreementavoid the issuance of such order, including the obligations of the Purchaser under Section 5.3, has been the cause of decree or resulted in the action or event described in this Section 7.1(b) occurringruling; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; orand (e) by the Seller any of Alter, Bied▇▇▇▇▇ ▇▇ Sunstone Parties if the Closing has not occurred (other than through the failure of the Seller to comply fully Superior Proposal Transaction shall have been terminated in accordance with its obligations under this Agreement) on or before September 30, 2010terms.

Termination Events. This Subject to the provisions of Section 6.2, this Agreement maymay be terminated and abandoned, by written notice given before or at prior to the Closingeffectiveness of the Merger in the manner hereinafter provided, be terminatedas follows: (a) by mutual consent of the Purchaser Stockholders, on the one hand, or by JDH and JQHA, on the Sellerother 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 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; (b) by either the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 at any time following execution and delivery of the Proposed Final Judgment or Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower upon the borrower's satisfaction of all applicable terms and conditions thereunder; or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final JudgmentClosing shall not have occurred on or before December 31, as provided in 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 so2005; provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(b6.1(a)(iii) will not be available to any party whose failure to fulfill perform or observe any material covenant of its obligations under this Agreement, including the obligations of the Purchaser under Section 5.3, Agreement or any Transaction Agreement has been the cause of of, or resulted in in, the action failure of the Closing to occur on or event described in this Section 7.1(bbefore such date. (b) occurring; orby mutual written consent of the parties hereto; (c) by the Purchaser JDH and JQHA, if the Closing has not occurred (other than through the failure any of the Purchaser to comply fully with Stockholders materially breaches any of its obligations representations, warranties, covenants or other agreements under this AgreementAgreement and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) on days after written notice to the Stockholders by JDH or before September 30JQHA; provided, 2010;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 the Purchaser upon the occurrence Stockholders, if either JDH or JQHA materially breaches any of its representations, warranties, covenants or other agreements under this Agreement and, with respect to any breach of a Material Adverse Effect; or covenant contained herein, such breach is not cured within ten (e10) days after written notice to JDH and JQHA by the Seller if the Closing has Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot occurred (other than through the failure be cured or as a result of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010such breach.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) 11.1.1. by mutual consent of the Purchaser Acquiror and the SellerCompany; 11.1.2. by the Acquiror, if any 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 (bother 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 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 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, 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 final mailing of the Acquiror Proxy to the stockholders of the Acquiror (or such later date as the parties may agree upon, the "Outside Date"); 11.1.4. by either the Purchaser Acquiror or the Seller Company, if (i) there shall have been entered a final, nonappealable order or injunction of any Governmental Authority has issued a nonappealable final Judgment restraining or taken any other nonappealable final action, in each case having prohibiting the effect consummation of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby; 11.1.5. by this Agreementthe Acquiror, (ii) if, prior to the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval ofClosing Date, the transactions contemplated by this Agreement as required by Section IVCompany or any Shareholder is in material breach of any representation, T warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Proposed Final Judgment or (iii) the U.S. Department date of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 sodefault served by the Acquiror claiming such breach; provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(b) will 11.1.5 shall not be available to the Acquiror if the Acquiror is in material 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 party whose failure to fulfill any material representation, warranty, covenant under this Agreement, including the obligations or agreement herein contained and such breach shall not be cured within 10 days of the Purchaser under Section 5.3date of notice of default served by the Company claiming such breach or, has been if such breach is not curable within such 10 day period, such longer period of time as is necessary to cure such breach; provided, however, that the cause of or resulted in the action or event described in right to terminate this Agreement pursuant to this Section 7.1(b) occurring11.1.6 shall not be available to the Company if the Company or any Shareholder is in material breach of this Agreement at the time notice of termination is delivered; or (c) 11.1.7. by the Purchaser if Acquiror, if, prior to the Closing has not occurred (Date, the Acquiror Board approves any merger, liquidation, recapitalization, consolidation or other than through business combination involving the failure Acquiror or the Acquiror Subsidiaries or any capital stock or any material portion of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure assets of the Seller 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 comply fully with its obligations the Acquiror's stockholders than the transactions contemplated by this Agreement and (ii) failure to take such action would constitute a breach of the fiduciary duties of the Acquiror Board under this Agreement) on or before September 30, 2010applicable Law.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may, by written notice given before or at may be terminated and the Transactions may be abandoned prior to Closing, be terminated: (a) by mutual written consent of the Purchaser and the SellerParties hereto; (b) by either Buyer or Seller, by written notice to the Purchaser or the Seller if other if: (i) any Governmental Authority has issued a nonappealable final Judgment the Closing shall not have been consummated on or taken any other nonappealable final actionbefore the Termination Date, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated unless extended by this Agreement, (ii) the U.S. Department of 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 agreement of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 soParties hereto; provided, however, that the right to terminate this Agreement under this Section 7.1(b11.1(b) will shall not be available to any party Party whose failure to fulfill perform or comply with any material covenant of its obligations under this Agreement, including the obligations of the Purchaser under Section 5.3, has Agreement shall have been the cause of, or shall have resulted in, the failure of or resulted in the action or event described in this Section 7.1(b) occurringClosing to occur by such date; or (ii) any Governmental Authority shall have enacted, promulgated, issued, entered or enforced (A) any Law prohibiting the 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 Transactions, which shall have become final and nonappealable. (c) by the Purchaser Buyer: (i) if the Closing has condition set forth in Sections 8.1 shall not occurred have been satisfied on or prior to the Termination Date; or (other than through the failure ii) if all of the Purchaser to comply fully with its obligations under this Agreement) 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 September 30, 2010;ten (10) days following the date designated for Closing pursuant to Section 9.1; or (d) by Seller: (i) if the Purchaser upon condition set forth in Section 8.2 shall not have been satisfied on or prior to the occurrence of a Material Adverse EffectTermination Date; or (eii) by the Seller if the Closing has not occurred (other than through the failure all of the Seller to comply fully with its obligations under this Agreementconditions set forth in Article VIII shall have been satisfied and (i) the Buying Parties shall not have made all of the deliveries required by Section 9.2 or Section 9.3 on or before September 30, 2010ten (10) days following the date designated for Closing pursuant to Section 9.1.

Termination Events. This Agreement may, by written By notice given before prior to or at the Closing, subject to Section 8.2, this Agreement may be terminatedterminated as follows: (a) by mutual consent Buyer if a material Breach of the Purchaser any provision of this Agreement has been committed by Seller and the Sellersuch Breach has not been waived by Buyer; (b) by either the Purchaser or the Seller if (i) a material Breach of any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect provision of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orcommitted by Buyer and such Breach has not been waived by Seller; (c) by Buyer if any condition precedent for the Purchaser if benefit of Buyer in Section 2.7(a) and in Article VI has not been satisfied as of the Closing has not occurred Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) ), and Buyer has not waived such condition on or before September 30, 2010such date; (d) by Seller if any condition precedent for the Purchaser upon benefit of Seller in Section 2.7(b) or in Article VII has not been satisfied as of the occurrence Closing Date or if satisfaction of such a Material Adverse Effect; orcondition by such date 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 such date; (e) by Buyer if as a result of Buyer’s communications with key clients of the Business or otherwise, certain key clients have indicated their intention not to do business with Buyer as successor of Seller in the operation of the Business, in such a manner which would have a Material Adverse Effect; (f) by mutual consent of Buyer and Seller; (g) by Buyer if the Closing has not occurred within ten (10) days following the date of this Agreement or such later date as the parties may agree upon, unless the Buyer is in material Breach of this Agreement; or (h) by Seller if the Closing has not occurred within ten (other than through 10) days following the failure date of this Agreement or such later date as the parties may agree upon, unless the Seller to comply fully with its obligations under is in material Breach of this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before or at may be terminated prior to the Closing, be terminated: (a) by the mutual written consent of the Purchaser Parent and the SellerCompany; (b) by either Parent, if the Purchaser or Effective Time shall not have occurred by July 1, 2001 (the Seller "Termination Date"); provided, however, that if on the Termination Date the sole conditions to closing that remain unsatisfied (iother than conditions to be satisfied at the Closing) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, are the conditions specified in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approveSections 5.3 and 5.8, or is withdrawing its prior approval ofeither of them, Parent may extend the transactions contemplated Termination Date for successive thirty (30) day periods 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 providing to the entry of the Proposed Final Judgment, as provided in 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 Company written notice of its intention such extension not less than one (1) business day prior to do sothe Termination Date or the date upon which a prior extension period expires, as the case may be, provided that the Termination Date may not be extended by the Parent pursuant to this proviso beyond July 2, 2001 (the "Final Termination Date"); providedprovided further, however, that the right to terminate this Agreement under this Section 7.1(b) will shall not be available to any party whose Parent if the Parent's failure to fulfill any material covenant of its obligations under this Agreement, including the obligations of the Purchaser under Section 5.3, Agreement has been the cause of of, or resulted in in, the action failure of the Effective Time to occur on or event described in this Section 7.1(b) occurring; orbefore the Final Termination Date; (c) by the Purchaser Company, if the Closing has Effective Time shall not have occurred by the Termination Date; provided, however, that if on the Termination Date the sole conditions to closing that remain unsatisfied (other than through conditions to be satisfied at the Closing) is the condition specified in Sections 6.3, the Company may extend the Termination Date for successive thirty (30) day periods by providing to Parent written notice of such extension not less than one (1) business day prior to the Termination Date or the date upon which a prior day extension period expires, as the case may be, provided that the Termination Date may not be extended by the Company pursuant to this proviso beyond the Final Termination Date; provided further, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to the Company if the Company's failure to fulfill any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Purchaser Effective Time to comply fully with its obligations under this Agreement) occur on or before September 30, 2010the Final Termination Date; (d) by Parent or the Purchaser upon Company, if a Governmental Entity shall have issued an order, decree or injunction or taken any other action (in each case, which the occurrence terminating party has used reasonable best efforts to resist, resolve or lift, as applicable) having the effect of making the transactions contemplated hereby illegal or permanently prohibiting the consummation thereof, and such order, decree or injunction shall have become final and nonappealable (but only if such party shall have used all reasonable best efforts to cause such order, decree or injunction to be lifted or vacated) or as a whole is reasonably expected to have a Material Adverse Effect; orEffect on the business, condition, assets, liabilities, operations or financial performance of Parent or the Surviving Corporation following the consummation of the Merger; (e) by the Seller Parent, if the Closing has not occurred (other than through the failure Board of Directors of the Seller Company or any authorized committee of the Board of Directors of the Company, whether or not permitted pursuant to the terms hereof, (v) shall continue to treat as a Superior Proposal any proposal that is conditional upon the completion of a due diligence review and/or financing which conditions have not been satisfied within thirty (30) calendar days of the date that the Board of Directors of the Company first determines in good faith that, in the case of the Company, furnishing information to the third party, participating in discussions or negotiations with respect to the Superior Proposal or withdrawing or modifying its recommendation or recommending a Takeover Proposal, as applicable, is required for the Board of Directors of the Company to comply fully with its obligations fiduciary duties to the Company and its Shareholders under applicable law, (w) shall fail to reaffirm its approval or recommendation of this AgreementAgreement and the Merger within 15 days after a request by Parent, (x) on shall withdraw or before September 30modify in any manner adverse to Parent its approval or recommendation of this Agreement and the Merger, 2010(y) shall approve or recommend any Takeover Proposal or Acquisition Transaction involving the Company or (z) shall resolve to take any of the actions specified in clause (v) (w), (x) or (y) above; (f) by either Parent or the Company, if the required approval and adoption of this Agreement and the Merger by the Shareholders of the Company shall not have been obtained at a duly held Shareholders meeting called for the purpose of obtaining such approval, including any adjournments or postponements thereof; and (g) by the Company, in accordance with Section 4.6(b); provided, however, in order for the termination of this Agreement pursuant to this Section (g) to be deemed effective, the Company shall have complied with all provisions contained in Sections 4.6(a), (b), (c) and (d), including the notice provisions therein, and with applicable requirements of Section 7.3, including the payment of the Company Termination Fee.

Termination Events. This Notwithstanding anything herein to the contrary, this Agreement may, by written notice given before or may be terminated at any time prior to the Closing, be terminated: (a) by mutual consent written agreement of the Purchaser REC and the SellerBuyer; (b) by written notice of either the Purchaser REC or the Seller if Buyer to such other Party if: (i) any the 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 has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, ; (c) by Buyer by written notice to REC if: (i) any condition to the obligations of Buyer set forth in Article 9 or Article 10 has become reasonably incapable of fulfillment and such condition is not waived in writing by Buyer; (ii) (A) any Seller is in breach of any representation or warranty or any covenant or agreement contained in this Agreement, the U.S. Department Bid Procedures Order and/or the Sale Order, (B) such breach would result in a failure of Justice provides 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 that it will not approve, or is withdrawing its prior approval of, by Buyer to Sellers of such breach and (2) the transactions contemplated by this Agreement as required by Section IV, T of the Proposed Final Judgment or Outside Date; (iii) any Seller files a motion to have the U.S. Department Bankruptcy Court enter an Order dismissing, or converting the Bankruptcy Case into cases under chapter 7 of Justice has withdrawn its consent the Bankruptcy Code or appointing a trustee in the Bankruptcy Case or appointing an examiner with enlarged power related to the entry operation of the Proposed Final JudgmentBusiness (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 REC by written notice to Buyer if: (i) any condition to the obligations of Sellers set forth in Article 10 or Article 11 has become incapable of fulfillment and such condition is not waived in writing by Sellers; (A) Buyer breaches any representation or warranty or any covenant or agreement contained in this Agreement, (B) such breach would result in a failure of a condition set forth in Article 10 or Article 11 and (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 provided the Successful Bidder, Buyer is the Backup Bidder (as defined in the Hold Separate 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 U.S. District Court for date forty-five (45) days after the District of Columbia has materially altered or declined to enter Sale Hearing (as defined in the Proposed Final Judgment, or provided written notice of its intention to do soBid Procedures Order); provided, however, that the right no Party shall be entitled to terminate this Agreement under this Section 7.1(b12.1(b)(i), Section 12.1(c)(i), Section 12.1(c)(ii), or Section 12.1(d) will not be available 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 Bid Procedures Order and/or the Sale Order) causes any party whose failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3conditions to Closing set forth in Article 10 and/or Article 11 for a breach by Sellers, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) Article 9 and/or Article 10, for a breach by the Purchaser if the Closing has Buyer, not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010be satisfied.

Termination Events. (a) This Agreement may, may be terminated and the Transaction contemplated by written notice given before or this Agreement may be abandoned at the any time prior to Closing, be terminated: (ai) by mutual written consent of 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 and to the Seller; (biv) 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 Seller, if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 meeting of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure limited partners of the Seller to comply fully with consider and vote upon a proposal to approve the sale of the Shares in the Agreed Terms shall have been held and completed and the approval of the sale of the Shares in the Agreed Terms by limited partners (other than ntl Fawnspring Limited and its obligations 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) Upon termination of this Agreement, clauses 1, and 8.2 to 8.11 (inclusive) shall remain in full force and effect and any termination of this Agreement shall not affect and be without prejudice to any rights or liabilities that have accrued under this Agreement) on Agreement prior to such termination or before September 30, 2010under any provision which is expressly stated not to be affected by such termination.

Termination Events. This Agreement maymay be terminated by any of Purchaser, the Company or any Selling Shareholder, if the terminating party is not the cause of a failure of a condition for the Closing, by written notice given before or at to the Closingother party, be terminatedupon the occurrence of any of the following: (a) by mutual consent on the Closing Date: (i) any of the Purchaser conditions precedent to the obligations of the terminating party set forth in Article VIII of this Agreement shall not have been satisfied; and (ii) satisfaction of such condition shall not have been waived by the terminating party; provided that, 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 the SellerClosing shall be postponed to accommodate any such thirty (30) day cure period); (b) by either the Purchaser FCC denies or designates for hearing the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, application referenced in each case having the effect Section 6.1 of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 and such designation is not reversed upon pleadings of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orparties; (c) by the Purchaser if Station's normal broadcast transmission is continuously interrupted for a period of not less than five (5) consecutive days and the cause of such interruption is not or cannot be cured on or before sixty (60) days from the date that the Closing has would otherwise occur or, if 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) the parties shall mutually agree to terminate this Agreement; (e) the Closing shall not have occurred (other than through the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before June 30, 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 its obligations under this Agreement and 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, 2010; 1998 (d) by or such later date upon which the Purchaser upon the occurrence of a Material Adverse Effectparties may agree); or (ef) by the Seller if the Closing has Purchaser does not occurred (other than through the failure of the Seller to comply have adequate financing fully with its obligations under this Agreement) funded on or before September 30, 20101997 in order to pay the entire Purchase Price pursuant to this Agreement.

Termination Events. This Agreement may, by written notice given before or at prior to the Closing, be terminated: terminated (ai) by mutual consent Purchaser, if a breach of any 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 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 (bother 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 or the Seller if (i) any Governmental Authority has authority shall have issued a nonappealable final Judgment an order, decree or ruling or taken any other nonappealable final actionaction permanently enjoining, in each case having the effect of permanently restraining, enjoining restraining or otherwise prohibiting the transactions contemplated by this AgreementAgreement and such order, (ii) the U.S. Department of Justice provides written notice that it will not approvedecree, ruling or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required by Section IV, T of the Proposed Final Judgment other action shall have become final and nonappealable; or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (cvi) by the mutual written consent of Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010and Seller.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) 11.1.1 by mutual consent of the Purchaser Acquiror and the SellerShareholders (acting jointly); 11.1.2 by the Acquiror, if any 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 (bother 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 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 any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 [Intentionally Omitted]; 11.1.4 by either the Purchaser Acquiror or the Seller Shareholders (acting jointly), if (i) there shall have been entered a final, nonappealable order or injunction of any Governmental Authority has issued a nonappealable final Judgment restraining or taken any other nonappealable final action, in each case having prohibiting the effect consummation of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby; 11.1.5 by this Agreementthe Acquiror, (ii) if, prior to the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval ofClosing Date, the transactions contemplated by this Agreement as required by Section IVCompany or any Shareholder is in material breach of any representation, T warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Proposed Final Judgment or (iii) the U.S. Department date of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 sodefault served by the Acquiror claiming such breach; provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(b) will 11.1.5 shall not be available to the Acquiror if the Acquiror is in material 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 party whose failure to fulfill any material representation, warranty, covenant under this Agreement, including the obligations or agreement herein contained and such breach shall not be cured within 10 days of the Purchaser under Section 5.3date of notice of default served by the Shareholders claiming such breach or, has been if such breach is not curable within such 10 day period, such longer period of time as is necessary to cure such breach; provided, however, that the cause of or resulted in the action or event described in right to terminate this Agreement pursuant to this Section 7.1(b11.1.6 shall not be available to the Shareholders (acting jointly) occurring; or (c) by if any Shareholder is in material breach of this Agreement at the Purchaser if the Closing has not occurred (other than through the failure time notice of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010termination is delivered.

Termination Events. This Agreement may, by written notice given before The occurrence of any of the following events or at the Closing, be terminatedconditions shall constitute a “Termination Event” hereunder: (a) by mutual consent The Company shall fail for any reason to make any payment to Nextelligence when required pursuant to the provisions of the Purchaser Section 4.1 and the Sellersuch failure shall not have been cured within three days thereafter; (b) by either Except as otherwise providedin Section 7.2(a), the Purchaser Company shall fail to perform or the Seller if breach or default in any of its obligations under this Agreement and such failure to perform, breach or default is not cured within sixty days after receipt of notice from Nextelligence; (c) The Company shall (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, admit in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementwriting 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 U.S. Department relief or aid of Justice provides written notice that it will not approvedebtors, or is withdrawing its prior approval ofincluding without limitation the Bankruptcy Code of 1978, the transactions contemplated by this Agreement as required by Section IVamended, T of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in the Hold Separate Order, or the U.S. District Court make any assignment for the District of Columbia has materially altered or declined to enter the Proposed Final Judgment, or provided written notice benefit of its intention to do so; provided, however, that the right to terminate this Agreement under this Section 7.1(bcreditors or (iv) will not be available to enter into any party whose failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010composition agreement; (d) by An involuntary petition shall be filed against the Purchaser upon Company under any bankruptcy, insolvency or other law for the occurrence relief or aid of a Material Adverse Effect; ordebtors, including without limitation the Bankruptcy Code of 1978, as amended, which involuntary petition is not dismissed within ninety days after the date of the filing thereof; (e) by Any court of competent jurisdiction shall find that the Seller if Company is insolvent or bankrupt; (f) A receiver or trustee shall be appointed for the Closing has not occurred (other than through the failure Company or for all or a substantial portion of the Seller assets and properties of a party; (g) A final judgment shall be entered against the Company which is not satisfied or bonded in full within sixty days after the date of the entry thereof; (h) All or a substantial portion of the assets and properties of the Company shall be levied upon, seized or attached; (i) All or a substantial portion of the assets and properties of the Company shall be lost, stolen, damaged or destroyed; (j) The Company shall fail to comply fully with perform or breach or default in any of its obligations under this Agreement) on the Warrants and such failure to perform, breach or before September 30, 2010.default is not cured within three days after receipt of notice from Nextelligence; or

Termination Events. This Agreement may, by written notice given before or at the Closing, may be terminated: (a) by mutual consent immediately upon the written agreement of the Purchaser Debtors and the SellerRequisite Senior Note Holders to terminate this Agreement; (b) by either any of the Purchaser Debtors or the Seller if Requisite Senior Note Holders upon three (i3) 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 (2) below, if: (1) any Governmental Authority has issued of the Chapter 11 Cases are dismissed or converted to a nonappealable final Judgment or taken any other nonappealable final action, in each case having under Chapter 7 of the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, Bankruptcy Code; or (ii2) the U.S. Department of 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 Bankruptcy Court has entered an order in any of the Proposed Final Judgment Chapter 11 Cases appointing an examiner with expanded powers or (iii) the U.S. Department of Justice has withdrawn its consent to the entry a trustee under chapter 7 or chapter 11 of the Proposed Final Judgment, as provided in 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 soBankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or; (c) by the Purchaser Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the Closing has 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 occurred 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 (other than through 2) below that, without the failure 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 Purchaser to comply fully date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with its obligations under this Agreement) the Bankruptcy Court on or before September 30May 12, 20102010 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 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 Purchaser Debtors and the other Consenting Senior Note Holders) upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.three

Termination Events. (a) This Agreement may, may be terminated prior to the Closing: (i) by mutual written consent of Parent and the Company; or (ii) by written notice given before or at from Parent to the ClosingCompany, be terminated: if no later than twenty-four (a24) hours following the execution and delivery of this Agreement by mutual consent all of the Purchaser and parties hereto the Seller;Company shall not have delivered to Parent evidence that this Agreement has been adopted by Stockholders constituting the Required Company Stockholder Vote; provided, 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 Purchaser event of termination of this 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 10.1 (Fees and Expenses), 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 Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, definitions used in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 foregoing sections, including those set forth in EXHIBIT A hereto, all of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 sowhich shall survive such termination; 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described nothing contained in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure shall relieve any party from liability for fraud or any willful and knowing breach of this Agreement. Upon termination of this Agreement, each of the Purchaser parties to comply fully with its obligations under this Agreement) on or before September 30Agreement shall, 2010; (d) in all events, be bound by and be subject to the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010Confidentiality Agreements.

Termination Events. This Agreement may, by written notice given before or at the Closing, may be terminated: (a) by mutual consent the Buyer if a material breach of any provision of this Agreement has been committed by the Purchaser Seller or Parent, and such breach has not been either (i) waived in writing, or (ii) cured within ten (10) days after notice of such breach is delivered by Buyer to the Seller; (b) by either the Purchaser or 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) any Governmental Authority has issued a nonappealable final Judgment waived in writing, or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department if capable of Justice provides written notice that it will not approvebeing cured, 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 cured within ten (iii10) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 days after notice of its intention such breach is delivered by the Seller 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orBuyer; (c) by the Purchaser Buyer if any of the Closing has conditions precedent set forth in Section 8.01 (other than conditions that by their terms are to be satisfied at the Closing) have not occurred been satisfied as of January 17, 2025 or if satisfaction of such a condition becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) and the Buyer has not waived such condition on or before September 30, 2010such date; (d) by the Purchaser upon Seller if any of the occurrence 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 Material Adverse Effect; orcondition becomes impossible (other than through failure of the Seller or Parent to comply with their respective obligations under this Agreement) and the Seller has not waived such condition on or before such date; (e) by the Seller if Buyer if, since the Closing date of this Agreement, there has not been, or there has occurred any event which would be reasonably likely to result in, any Material Adverse Effect; and (other than through the failure f) by mutual written agreement of the Seller to comply fully with its obligations under this Agreement) Buyer, on or before September 30the one hand, 2010and the Seller, on the other hand.

Termination Events. This (a) Seller may terminate this Agreement may, by written delivery of notice given before or of termination to Purchaser if at any time prior to the Closing, be terminatedClosing Date: (ai) Purchaser fails or refuses to perform in any material respect any obligation or covenant to be performed by mutual consent it pursuant to this Agreement prior to the Closing Date and the breach has not been cured within ten business days following the receipt of notice by Purchaser of the Purchaser and the Seller; (b) by either the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurringbreach; or (cii) by Any of the Purchaser if the Closing conditions in Section 8 of this Agreement has not occurred been satisfied as of the Drop Dead Date or, if satisfaction of such a condition is or becomes impossible (other than through the failure of the Purchaser such Seller to comply fully with its obligations under this Agreement) ), Seller have not waived such condition on or before September 30, 2010;Drop Dead Date. (db) Purchaser may terminate this Agreement by delivery of notice of termination to Seller if any time prior to the Purchaser upon Closing Date: (i) Seller fails or refuses to perform in any material respect any obligation or covenant to be performed by it pursuant to this Agreement prior to the occurrence Closing Date which has not been cured within ten business days following receipt of a Material Adverse Effectnotice of the breach; or (eii) by Any of the Seller if conditions set forth in Section 7 of this Agreement has not been satisfied as of the Closing has not occurred Date or, if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller Purchaser to comply fully with its obligations under this Agreement) ), Purchaser has not waived such condition on or before September 30the Drop Dead Date. (c) The parties may terminate this Agreement at any time prior to the Closing Date by mutual written consent; or (d) Any party may terminate this Agreement by delivery of notice of termination to the other party if the Closing has not occurred on or before the Drop Dead Date, 2010or such later date as the parties may agree upon in writing.

Termination Events. This Agreement maymay be terminated and the Purchase may be abandoned, by written notice given before or at any time prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser Sellers and the SellerPurchaser; (b) by either the Purchaser Sellers or the Seller if Purchaser, if: (i) any court or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has issued a nonappealable final Judgment not been vacated, withdrawn or taken any other nonappealable final action, in each case having the effect of permanently overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or (ii) the U.S. Department Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of 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 entry of the Proposed Final Judgment, as provided in 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“End Date”); provided, however, that the right to neither party may terminate this Agreement under pursuant to this Section 7.1(b9.1(b)(ii) will not be available to any if such party whose failure to fulfill any is in material covenant under breach of this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or; (c) by Sellers, if: (i) any of the representations and warranties of Purchaser if the Closing has not occurred contained in Article V shall fail to be true and correct or (other than through 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 failure of a condition set forth in Section 7.3(a), Section 7.3(b), or Section 7.1(d) and (y) which is not curable or, if curable, is not cured 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 comply fully with its obligations under the End Date; provided, that Sellers may not terminate this Agreement pursuant to this Section 9.1(c) if any Seller is in material breach of this Agreement) on or before September 30, 2010;; or (d) by Purchaser, if: (i) any of the Purchaser representations and warranties of any Seller contained in Article IV shall fail to be true and correct or (ii) there shall be a breach by any Seller of any covenant or agreement of Sellers in this Agreement that, in either case, (x) would result in the failure of a condition set forth in Section 7.2(a), Section 7.2(b) or Section 7.1(d) and (y) which is not curable or, if curable, is not cured upon the occurrence of a Material Adverse Effectthe earlier of (1) the 30th day after written notice thereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the End Date; or (eprovided, that Purchaser may not terminate this Agreement pursuant to this Section 9.1(d) by the Seller if the Closing has not occurred (other than through the failure Purchaser is in material breach of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before The occurrence of any one or at more of the Closing, be terminated------------------ 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 consent of it hereunder or under any other document delivered pursuant hereto when due or the Purchaser and Collection Agent shall fail to observe or perform any term, covenant or agreement on the Seller;Collection Agent's part to be performed under Section 2.8(b) hereof; or (b) any representation, warranty, certification or statement made by either of the Purchaser Transferor, the Collection Agent or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment CompuCom in this Agreement or taken in any other nonappealable final action, document delivered pursuant hereto shall prove to have been incorrect in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 respect 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 obligations of the Purchaser under Transferor pursuant to Section 5.3, has been the cause of 2.9 or resulted in the action or event described in this Section 7.1(b) occurring8.4); or (c) by either of the Purchaser if Transferor or CompuCom shall default in the Closing has not occurred performance of any payment or undertaking (other than through those covered by clause (a) above) or to be performed or observed under any other provision hereof or in the failure of the Purchaser to comply fully with its obligations Receivables Purchase Agreement or under this Agreement) on any other document delivered pursuant hereto or before September 30, 2010;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 of the Purchaser upon Transferor or CompuCom or any of their Subsidiaries in the occurrence performance 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 payable or required to be prepaid (other than by a Material Adverse Effectregularly scheduled payment) prior to the date of maturity thereof; or (e) any Event of Bankruptcy shall occur with respect to the Transferor, the Collection Agent, CompuCom or any Subsidiary of either the Transferor, the Collection Agent or CompuCom; or (f) the Transferor shall, for any reason, fail to have a valid ownership interest in the Receivables and the Related Security and Collections with respect thereto; or (g) either CompuCom or the Transferor shall enter into any transaction or merger whereby it is not the surviving entity; or (h) there shall have occurred and be continuing any event or condition which materially affects the Transferor's, CompuCom's or the Collection Agent's ability to either collect the Receivables or to perform under this Agreement or the Receivables 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 the Seller if Company shall not be rated at least "A-2" by Standard & Poor's and at least "P-2" by Moody's; or (i) the Closing has 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 equal 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, 2000 and (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 occurred (other than including March 31, 1997 through the failure date of calculation (but excluding from the calculation of such cumulative Net Income the effect, if any, of any fiscal quarter (or portion of a fiscal quarter not then ended) of CompuCom for which Net Income was a negative number), plus (iii) 75% of the Seller 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 comply fully 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 net worth of any Person (as such term is defined 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 its obligations under this 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 before September 30, 2010security interest.

Termination Events. This Agreement may, by By written notice given before prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated, and the Contemplated Transactions abandoned, as follows: (a) by mutual consent Buyer if a material breach or material violation of the Purchaser any provision of this Agreement has been committed by Seller, which breach cannot be or has not been cured within thirty (30) days after written notice of such breach has been delivered to Seller and the Sellerwhich breach has not been waived by Buyer; (b) by either the Purchaser or the Seller if (i) a material breach or material violation of any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect provision of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required has been committed by Section IVBuyer, T of the Proposed Final Judgment which breach cannot be or has not been cured within thirty (iii30) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 days after 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 Purchaser under Section 5.3, such breach has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; ordelivered to Buyer and which breach has not been waived by Seller; (c) by the Purchaser Buyer if the Closing any condition in Article 7 has not occurred been satisfied as of September 30, 2004 (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) ), and Buyer has not waived such condition on or before September 30, 2010such date; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing any condition in Article 8 has not occurred been satisfied as of September 30, 2004 (other than through the failure of the Seller to comply fully with its obligations under this Agreement) ), and Seller has not waived such condition on or before September 30such date; (e) by mutual written consent of Buyer and Seller; or (f) subject to each of the Parties having complied with its obligations under Section 12.1, 2010by 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 acquisition by Buyer of the Assets, the RSI Stock, the Business and RSI, and such Order or other action shall have become final and non-appealable.

Termination Events. This Agreement may, by written notice given before or may be terminated and the Transactions may be abandoned at any time prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser Alter and the SellerWest▇▇▇▇▇ ▇▇▇; (b) by either West▇▇▇▇▇ ▇▇▇, upon a breach of any representation, warranty, covenant, obligation or agreement on the Purchaser part of Management, Lessee, any Alter Entity or Bied▇▇▇▇▇ ▇▇▇ forth in this Agreement, in any case such that the Seller conditions set forth in Section 5.2(a) or 5.2(b), as the case may be, are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Alter; (c) by Alter, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of any of the West▇▇▇▇▇ ▇▇▇ities such that the conditions set forth in Section 5.3(a) or 5.3(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▇▇▇▇▇, ▇▇on a breach of any representation, warranty, covenant, obligation or agreement on the part of any of the West▇▇▇▇▇ ▇▇▇ities, such that the conditions set forth in 5.4(a) or 5.4(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to West▇▇▇▇▇ ▇▇▇; (d) by any of Alter or West▇▇▇▇▇ ▇▇▇ if (i) any Governmental Authority has court of competent jurisdiction in the United States shall have issued a nonappealable final Judgment and unappealable permanent injunction, order, judgment or taken any other nonappealable final action, in each case having the effect of permanently decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementconsummation of the Transactions, (ii) provided that the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by party seeking to terminate this Agreement as required by Section IV, T under this clause (d) is not then in material breach of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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; this Agreement and provided, howeverfurther, that the right to terminate this Agreement under this Section 7.1(bclause (d) will shall not be available to any party whose failure who shall not have used reasonable commercial efforts to fulfill any material covenant under this Agreementavoid the issuance of such order, including the obligations of the Purchaser under Section 5.3, has been the cause of decree or resulted in the action or event described in this Section 7.1(b) occurringruling; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; orand (e) by the Seller any of Alter, Bied▇▇▇▇▇ ▇▇ West▇▇▇▇▇ ▇▇▇ if the Closing has not occurred (other than through Merger Agreement or the failure of the Seller to comply fully Partnership Merger Agreement shall have been terminated in accordance with its obligations under this Agreement) on or before September 30, 2010terms.

Termination Events. This Agreement maymay be terminated and the Purchase may be abandoned, by written notice given before or at any time prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser Sellers and the SellerPurchaser; (b) by either the Purchaser Sellers or the Seller if Purchaser, if: (i) any court or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has issued a nonappealable final Judgment not been vacated, withdrawn or taken any other nonappealable final action, in each case having the effect of permanently overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or (ii) the U.S. Department Closing Date shall not have occurred on or prior to the date that is forty-five (45) days from the date of 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 entry of the Proposed Final Judgment, as provided in 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“End Date”); provided, however, that the right to neither party may terminate this Agreement under pursuant to this Section 7.1(b9.1(b)(ii) will not be available to any if such party whose failure to fulfill any is in material covenant under breach of this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or; (c) by Sellers, if: (i) any of the representations and warranties of Purchaser if the Closing has not occurred contained in Article V shall fail to be true and correct or (other than through 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 failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (y) which is not curable or, if curable, is not cured 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 comply fully with its obligations under the End Date; provided, that Sellers may not terminate this Agreement pursuant to this Section 9.1(c) if Sellers is in material breach of this Agreement) on or before September 30, 2010;; or (d) by Purchaser, if: (i) any of the Purchaser representations and warranties of any Seller contained in Article IV shall fail to be true and correct or (ii) there shall be a breach by any Seller of any covenant or agreement of Sellers or Parent in this Agreement that, in either case, (x) would result in the failure of a condition set forth in Section 7.2(a) or Section 7.2(b) and (y) which is not curable or, if curable, is not cured upon the occurrence of a Material Adverse Effectthe earlier of (1) the thirtieth (30th) day after written notice thereof is given by Purchaser to Sellers or Parent and (2) the day that is five (5) Business Days prior to the End Date; or (eprovided, that Purchaser may not terminate this Agreement pursuant to this Section 9.1(d) by the Seller if the Closing has not occurred (other than through the failure Purchaser is in material breach of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) 12.1.1 by mutual consent of the Purchaser Acquiror, the Acquiror Stockholder and the SellerShareholder (acting jointly); 12.1.2 by the Acquiror, if any 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 (bother 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 either the Purchaser Shareholder, if any of the conditions in Section 11 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 Shareholder and/or any member of CMN Management to comply with its obligations under this Agreement) and the Shareholder has not waived such condition on or before the Closing Date; 12.1.3 by the Acquiror or the Seller Shareholder, if the Closing has not occurred other than due to the failure of the Acquiror (iin the event the Acquiror seeks to terminate this Agreement) or the Shareholder (in the event it seeks to terminate this Agreement) to comply with their respective obligations under this Agreement, forty-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”); 12.1.4 by the Acquiror, if there shall have been entered a final, nonappealable order or injunction of any PRC Governmental Authority has issued a nonappealable final Judgment restraining or taken any other nonappealable final action, in each case having prohibiting the effect consummation of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby or the Company or the Shareholder has not received all required PRC government approvals by this AgreementSeptember 30, (ii) 2005 required to consummate the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions transaction contemplated by this Agreement as required agreement; 12.1.5 by Section IVthe Acquiror, T 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 breach shall not be cured within 10 days of the Proposed Final Judgment or (iii) the U.S. Department date of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 sodefault served by the Acquiror claiming such breach; provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(b) will 12.1.5 shall not be available to the Acquiror if the Acquiror is in material 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 party whose failure to fulfill any material representation, warranty, covenant under this Agreement, including the obligations or agreement herein contained and such breach shall not be cured within 10 days of the Purchaser under Section 5.3date of notice of default served by the Company, has been or the cause Shareholder claiming such breach or, if such breach is not curable within such 10 day period, such longer period of or resulted in time as is necessary to cure such breach; provided, however, that the action or event described in right to terminate this Agreement pursuant to this Section 7.1(b) occurring12.1.6 shall not be available if the Company, the Shareholder or any member of CMN Management to is in material breach of this Agreement at the time notice of termination is delivered; or (c) 12.1.7 by the Purchaser Company or the Shareholder (acting jointly), if prior to the 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 assets of the 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 Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on Actual HK Net Profit is at or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010below RMB6 million.

Termination Events. This Agreement may, by written notice given before or at may be terminated prior to the Closing, be terminated: (a) by the mutual written consent of the Purchaser Buyer and the SellerCompany; (b) by either the Purchaser Buyer or the Seller Company, if the Closing has not taken place on or before 5:00 p.m. (Eastern time) on March 9, 2021 (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 Buyer or the Company if a court of competent jurisdiction or other Governmental Authority has shall have issued a final and nonappealable final Judgment Order, or shall have taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions sale of the Purchased Units as contemplated by this Agreement, herein; or (ii) the U.S. Department of Justice by Buyer if a Governmental Authority provides written notice that it will not approveis seeking, or is withdrawing its prior approval ofintends to seek, the transactions contemplated imposition of an Antitrust Restraint as a condition to the expiration or termination of any applicable waiting period under the HSR Act or other applicable Antitrust Law; (d) by Buyer if: (i) any of the representations and warranties of TopCo, the Members, or the Company contained in this Agreement shall be inaccurate as required by Section IV, T of the Proposed Final Judgment Agreement Date, 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 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 U.S. Department case of Justice has withdrawn its consent to the entry clauses “(i)” and “(ii)” only, if an inaccuracy in any of the Proposed Final Judgmentrepresentations and warranties of the Company, as provided in the Hold Separate OrderTopCo, or the U.S. District Court for Members as of a date subsequent to the District Agreement Date or a breach of Columbia has materially altered or declined to enter a covenant by the Proposed Final JudgmentCompany, 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 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 written notice the Company, TopCo, or the applicable Member, during the Member Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (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 its intention the Member Cure Period); (e) by the Company if: (i) any 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 do sothe 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 warranties as of a date subsequent to the right to Agreement Date or a breach of a covenant by Buyer is curable by Buyer through the use of reasonable efforts within ten (10) Business Days after the Company notifies Buyer in writing of the existence of such inaccuracy or breach (the “Buyer Cure Period”), then the Company may not terminate this Agreement under this Section 7.1(b9.1(e) will not be available as a result of such inaccuracy or breach prior to any party whose failure to fulfill any material covenant under this Agreement, including the obligations expiration of the Purchaser under Section 5.3Buyer Cure Period, has been provided Buyer, during the cause of Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or resulted in breach (it being understood that the action or event described in Company may not terminate this Agreement pursuant to this Section 7.1(b9.1(e) occurring; or (c) by with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the Purchaser if the Closing has not occurred (other than through the failure expiration of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010Buyer Cure Period).

Termination Events. This Agreement may, by written notice given before or at the Closing, may be terminated: (a) by the mutual written consent of the Purchaser and the Seller; (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 Closing) has not been satisfied or waived as of the time of the End Date; provided, however, that Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 9.1(b) if Purchaser’s breach of any representation, warranty, covenant or agreement under this Agreement resulted in the failure of any condition set forth in Section 7 to be satisfied by the End Date; (c) by Seller if by the End Date, any condition set forth in Section 8 has not been satisfied or waived as of the End Date; provided, however, 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 failure of any condition set forth in Section 8 to be satisfied by such time on the End Date; (d) by Purchaser or the Seller if if: (i) any a court of competent jurisdiction or other Governmental Authority has Entity shall have issued a final and nonappealable final Judgment Order or shall have taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, Stock Purchase; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the U.S. Department of Justice provides written notice Stock Purchase by any Governmental Entity that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required by Section IV, T would make consummation of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010Stock Purchase illegal; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before or may be terminated and the Transactions may be abandoned at any time prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser Sellers and the SellerPurchaser; (b) by either Purchaser, if it determines, using its sole and absolute discretion, that at the Purchaser Closing it will be unable to obtain all right, title and interest in and to any of the Intellectual Property or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing Software necessary for its prior approval of, the transactions contemplated by this Agreement as required by Section IV, T operation of the Proposed Final Judgment or (iii) Business and the U.S. Department Assets, free and clear of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orEncumbrances; (c) by the Purchaser Purchaser, if the Closing Sale Order has not occurred (other than through been entered within 40 days after the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010date hereof; (d) by Purchaser, if the Purchaser Closing shall not have occurred within (i) 45 days after the date hereof, or (ii) 60 days after the date hereof, if the failure of the Closing to occur by such date shall have been caused by a stay issued by the Bankruptcy Court upon the occurrence motion of a Material Adverse Effect; orcreditor or other party in interest (other than Sellers) relating to the Transaction or the bidding process, provided, in the case of clauses (i) and (ii) hereof, that the failure of the Closing to occur by such applicable date shall not have been caused by, or result from, a breach of this Agreement by Purchaser; (e) by Purchaser, in the Seller if the Closing has not occurred (other than through event of any material breach by Sellers of any of Sellers' agreements, representations or warranties contained herein and the failure of Sellers to cure such breach within five (5) business days after receipt of written notice from Purchaser requesting such breach to be cured; (f) by Sellers, in the Seller event of any material breach by Purchaser of any of Purchaser's agreements, representations or warranties contained herein and the failure of Purchaser to comply fully with its obligations under this Agreementcure such breach within five (5) on or before September 30business days after receipt of notice from Sellers requesting such breach to be cured; or (g) automatically, 2010if the Bankruptcy Court deems a Person other than Purchaser as the Successful Bidder.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may, by written notice given before or may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing, be terminated: (a) by the mutual written consent of the Purchaser ▇▇▇▇▇▇ and the Seller▇▇▇▇▇; (b) by either Seller or Buyer by giving written notice to the Purchaser 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 Seller if Termination Date (iother than conditions that by their nature are to be satisfied at the Closing and remain capable of being satisfied) are any Governmental Authority of the 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 be available to any Party whose breach of its obligations under this Agreement has issued been a nonappealable final Judgment primary cause of, or taken any other nonappealable final actionresulted in, in each case having the effect failure of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby to be consummated by this Agreement, such time; (iic) the U.S. Department of Justice provides by either Seller or Buyer by giving 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 entry other Party if such other Party has breached its representations, warranties, covenants, agreements or other 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 Proposed Final Judgment, as provided in 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 Party receiving such written notice within forty-five (45) days after delivery of its intention to do sosuch notice; provided, however, that the right to terminate this Agreement under this Section 7.1(b9.1(c) will shall not be available to any party whose failure to fulfill Party who is then in material breach of any material covenant under this Agreementof its representations, including the warranties, covenants, agreements or other obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010hereunder; (d) by either Seller or Buyer by giving written notice to the Purchaser upon other Party if any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the occurrence consummation of any of the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall not be subject to appeal or shall have become final and unappealable; 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 Material Adverse Effect; orcause of, or resulted in, the failure of the transactions contemplated hereby to be consummated by such time; (e) by the Seller if (i) all of the Closing has not occurred conditions set forth in Section 7.1 and Section 7.3 have been satisfied (and continue to be satisfied) or irrevocably waived (other than through any such conditions which by their terms are not capable of being satisfied until the failure Closing Date, but will be satisfied at Closing) and (ii) Buyer does not consummate the transactions contemplated hereby within three (3) Business Days of the day the Closing is required to occur pursuant to Section 2.3; (f) by Buyer if (i) all of the 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 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) Business Days of the day the Closing is required to comply fully with its obligations occur pursuant to Section 2.3; or (g) by either Buyer or Seller, by written notice to other Party under this Agreement) on or before September 30the circumstances set forth in, 2010and in accordance with, Section 6.12.

Termination Events. This Anything contained in this Agreement mayto the contrary notwithstanding (other than as provided in the last sentence of this Section 11.1), by written notice given before or this Agreement may be terminated at any time prior to the Closing, be terminatedClosing Date: (a) by mutual written consent of the Purchaser Sellers and the Seller;Buyer; or (b) by either the Purchaser Sellers or the Seller if Buyer: (i) if the Bankruptcy Court rules that it does not approve this Agreement for any reason or if a Governmental Authority has issued issues a nonappealable final Judgment final, non-appealable ruling or taken any other nonappealable final action, in each case having the effect of Final Order permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by hereby, provided, however, that the right to terminate this AgreementAgreement 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 the U.S. Department Closing shall not have occurred by the close of Justice provides written notice that it will not approvebusiness on May 26, or is withdrawing its prior approval of, 2017 (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 entry of the Proposed Final Judgment, as provided in 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“Outside Date”); provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(b11.1(b)(ii) will shall not be available to any party Party whose breach of any of its representations, warranties, covenants or agreements contained herein results in the failure of the Closing to fulfill be consummated by such time; (iii) if (A) the Sale Hearing is not held on or before May 5, 2017; 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 material covenant under stand-alone plan of reorganization or liquidation that does not contemplate, the implementation or consummation of, the transactions provided for in this AgreementAgreement or (B) consummate an Alternative Transaction, including without limitation the obligations transfer of the Purchaser under Section 5.3, has been Acquired Assets to the cause of or resulted in the action or event described in this Section 7.1(b) occurringSuccessful Bidder; or (c) by Buyer: (i) in the Purchaser if the Closing has not occurred (other than through event of any breach by any Seller of any of its agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Article IX to be satisfied, and the Purchaser failure of Sellers to comply fully with 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 obligations 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 Bankruptcy Case is dismissed or 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) on 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 before September 30, 2010;agreement contained in this Agreement; or (d) by Sellers: (i) except as provided in Section 11.1(d)(ii), in the Purchaser upon event of any breach by Buyer of any of its agreements, covenants, representations or warranties contained herein that would result in the occurrence failure of a Material Adverse Effectcondition set forth in Article X to be satisfied, and the failure of Buyer 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 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, and (3) specify in the Sellers Termination Notice the representation, warranty, covenant or agreement contained herein of which Buyer is allegedly in breach; or (eii) by the Seller if the Sale Order with respect to the transactions contemplated by this Agreement has been entered and is not subject 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 has not occurred in Article IX have been satisfied (or waived by Buyer), other than through those conditions that by their nature can only be satisfied at Closing, and (C) the failure Closing Date does not occur within three (3) Business Days of the Seller to comply fully Sellers providing Buyer with its obligations under this Agreement) on or before September 30, 2010such notice.

Termination Events. This Agreement and the Transactions may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent agreement of the Purchaser Buyer and the Seller; (b) by either Buyer, on the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approveone hand, or is withdrawing its prior approval ofSeller, on the transactions contemplated by this Agreement as required by Section IVother hand, T of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through as a result of the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30(i) November 13, 20102012 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 Seller, on the one hand, or by Buyer, on the other hand, if a material breach of this Agreement has been committed by the other party and such material breach has not been cured within 30 days after notice thereof to such other party or expressly waived in writing; (d) (i) by Buyer if satisfaction of any of the Purchaser upon conditions in Section 6.1 becomes impossible prior to the occurrence 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 conditions in Section 6.2 becomes impossible prior to the Outside Date (other than as a Material Adverse Effectresult of the failure of Seller to comply with its obligations under this Agreement) and Seller has not expressly waived such condition in writing on or before termination of this Agreement; or (e) by the either Buyer or Seller if the Closing has not occurred (other than through the failure there shall be any Legal Requirement that makes consummation of the Seller to comply fully with its obligations under Transactions contemplated by this Agreement) on Agreement illegal or before September 30, 2010otherwise prohibited or if consummation of the Transactions contemplated by this Agreement would violate any non-appealable Order of any Governmental Entity having competent jurisdiction.

Termination Events. This Agreement may, by written notice given before or may be terminated at any time prior to the Closing, be terminated: (a) by the mutual written consent of the Purchaser Company and the SellerPurchaser; (b) by either the Purchaser Company or the Seller Purchaser, if (i) the Closing shall not have been consummated by April 30, 2013 for any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 soreason; provided, however, that the right to terminate this Agreement under this Section 7.1(b7.2(b) will shall not be available to any party whose action or failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, act has been the a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or event described in failure to act constitutes a material breach of this Section 7.1(b) occurring; orAgreement; (c) by either Company or the Purchaser Purchaser, if a governmental entity shall have issued an order, decree or ruling or taken any other action after the Closing has not occurred (date hereof, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing, which order, decree, ruling or other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010action shall have become final and non-appealable; (d) by the Company, upon a breach of any representation, warranty, covenant or agreement on the part of the Purchaser upon set forth in this Agreement, or if any representation or warranty of the occurrence Purchaser shall have become untrue, in either case such that the conditions set forth in Section 5.1 or Section 5.2 would not be satisfied as of a Material Adverse Effect; orthe 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 warranties 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 Seller Purchaser 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 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 Company’s representations and warranties or 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 under this Section 7.2(e) for thirty (30) days after delivery of written notice from the Purchaser to the Company of such breach, provided the Company continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that the Purchaser may not terminate this Agreement pursuant to this paragraph (e) if such breach or inaccuracy by the Company is cured during such thirty (30)-day period); or (f) by the Purchaser, if a Material Adverse Effect has occurred prior to the Closing has not occurred (other than with respect to the Company; provided, that if such Material Adverse Effect is curable by the Company through the failure exercise of its commercially reasonable efforts, then the Seller to comply fully with its obligations Purchaser may not terminate this Agreement under this AgreementSection 7.2(f) on or before September for thirty (30) days after delivery of written notice from the Purchaser to the Company of such Material Adverse Effect, 2010provided the Company continues to exercise commercially reasonable efforts to cure such Material Adverse Effect (it being understood that the Purchaser may not terminate this Agreement pursuant to this paragraph (f) if such Material Adverse Effect is cured during such thirty (30)-day period).

Termination Events. This Agreement maymay be terminated and the Purchase may be abandoned, by written notice given before or at any time prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser Sellers and the SellerPurchaser; (b) by either the Purchaser Sellers or the Seller if Purchaser, if: (i) any court or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has issued a nonappealable final Judgment not been vacated, withdrawn or taken any other nonappealable final action, in each case having the effect of permanently overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or (ii) the U.S. Department Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of 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 entry of the Proposed Final Judgment, as provided in 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“End Date”); provided, however, that the right to neither party may terminate this Agreement under pursuant to this Section 7.1(b9.1(b)(ii) will not be available to any if such party whose failure to fulfill any is in material covenant under breach of this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or; (c) by Sellers, if: (i) any of the representations and warranties of Purchaser if the Closing has not occurred contained in Article V shall fail to be true and correct or (other than through 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 failure of a condition set forth in Section 7.3(a), Section 7.3(b), or Section 7.1(d) and (y) which is not curable or, if curable, is not cured 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 comply fully with its obligations under the End Date; provided, that Sellers may not terminate this Agreement pursuant to this Section 9.1(c) if any Seller is in material breach of this Agreement) on or before September 30, 2010;; or (d) by Purchaser, if: (i) any of the Purchaser representations and warranties of any Seller contained in Article IV shall fail to be true and correct or (ii) there shall be a breach by any Seller of any covenant or agreement of Sellers in this Agreement that, in either case, (x) would result in the failure of a condition set forth in Section 7.2(a), Section 7.2(b) or Section 7.1(d) and (y) which is not curable or, if curable, is not cured upon the occurrence of a Material Adverse Effectthe earlier of (1) the 30th day after written notice thereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the End Date; or (eprovided, that Purchaser may not terminate this Agreement pursuant to this Section 9.1(d) by the Seller if the Closing has not occurred (other than through the failure Purchaser is in material breach of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before or may be terminated and abandoned at any time prior to the Closing, be terminated: 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 Property is not acceptable to HBR, in which case (a) by mutual consent IWRA shall pay the cancellation charges, if any, of the Purchaser Escrow Agent and the Seller; Title Company and (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 Purchaser amount of such reimbursement shall not exceed $150,000; 7.1.3 by HBR or the Seller IWRA if (i) any Governmental Authority has issued Authority, the consent of which is a nonappealable final Judgment or taken condition to the obligations of HBR and IWRA to consummate any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the 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 such determination shall have been taken and have been unsuccessful, or (ii) the U.S. Department any court of Justice provides written notice that it will not approvecompetent jurisdiction shall have issued an order, judgment or is withdrawing its prior approval ofdecree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting all of the transactions contemplated by this Agreement, the Lease or the Management Agreement, and such order, judgment or decree shall have become final and nonappealable; 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 required contemplated herein and in the Lease and the Management Agreement cannot be preserved; 7.1.5 by Section IVHBR if, T on the advice of its counsel, it determines that there is a reasonable likelihood that approval of the Proposed Final Judgment transactions contemplated in this Agreement, the Lease and the Management Agreement will not be granted by the applicable Governmental Authorities within sixty (60) days 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 (iii10) Business Days following receipt by the U.S. Department breaching party of Justice notice of such breach, in which case IWRA shall pay the cancellation charges, if any, of Escrow Agent and Title Company; 7.1.7 by IWRA if there has withdrawn its consent 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, 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 entry terms of the Proposed Final JudgmentSection 4.2.3, as provided in the Hold Separate OrderSection 6.2, or Article 13; 7.1.9 by IWRA pursuant to the U.S. District Court for terms of Section 6.4; and 7.1.10 by HBR or IWRA if the District of Columbia Closing has materially altered or declined to enter the Proposed Final Judgmentnot occurred by March 31, or provided written notice of its intention to do so2000; provided, however, that the right (i) HBR shall not be entitled to terminate this Agreement under pursuant to this Section 7.1(b7.1.10 if a knowing or willful breach of this Agreement by HBR has prevented the Closing from occurring by such date, and (ii) will IWRA shall not be available entitled to any party whose failure terminate this Agreement pursuant to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) 7.1.10 if a knowing or willful breach of this Agreement by the Purchaser if IWRA has prevented the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) from occurring by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010such date.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent either the Buyer or the Selling Parties if a material Breach of the Purchaser any provision of this Agreement has been committed by any other Party and the Sellersuch Breach has not been waived; (b) by either the Purchaser or the Seller Buyer if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 conditions in Section 6.1 has withdrawn its consent to the entry not been satisfied as of the Proposed Final Judgment, as provided in the Hold Separate Order, Outside Date or the U.S. District Court for the District if satisfaction of Columbia has materially altered such a condition is 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) and the Buyer has not waived such condition on or before September 30the Outside Date; (c) by the Selling Parties, 2010if any of the 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 waived such condition on or before the Outside Date; (d) by the Purchaser upon Buyer, if the occurrence FTC, Antitrust Division or any other Governmental Authority requires the submission of a Material Adverse Effect; oradditional information or documentary material (second request), pursuant to the provisions of the ▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇▇▇ ▇▇ ▇.▇.▇. §▇▇▇(▇)) or any other applicable Antitrust Laws; (e) by the Seller Selling Parties, if (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 Closing, which conditions could be satisfied if the Closing has not had occurred at the time of such termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article VIII, (other than through ii) the failure 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 written notice from the Selling Parties as to the satisfaction of such conditions and the Selling Parties’ willingness to consummate the Closing; or (f) by mutual written consent of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010Buyer and the Selling Parties.

Termination Events. This Agreement maymay be terminated, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent either Buyer or the Acquired Companies if a material Breach of any provision of this Agreement has been committed by the Purchaser 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 Seller;date of written notice of such Breach from the other party. (b) by either the Purchaser or the Seller if Buyer if: (i) any Governmental Authority condition in Section 7.1 or 7.2 has issued a nonappealable final Judgment or taken any not been satisfied as of the Closing Date (other nonappealable final action, in each case having than through the effect failure of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by Buyer to comply with its obligations under this Agreement, ), (ii) the U.S. Department of Justice provides written notice that it will not approveon or before February 28, or is withdrawing its prior approval of2007, the transactions contemplated by this Agreement Acquired Companies have not delivered the audited consolidated balance sheets of Clayco as required by Section IVat December 31, T 2005 and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for the Proposed Final Judgment or fiscal years then ended, together with the unqualified report thereon of KPMG, independent certified public accountants, in accordance with GAAP, (iii) the U.S. Department of Justice has withdrawn its consent 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 entry Closing, or (vi) satisfaction of any condition in Section 7.1 or 7.2 is or becomes impossible (other than through the Proposed Final Judgment, as provided in the Hold Separate Order, or the U.S. District Court for the District failure of Columbia has materially altered or declined Buyer to enter the Proposed Final Judgment, or provided written notice of comply with 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 obligations under this Agreement, including ) and Buyer has not waived such condition on or before the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orClosing Date; (c) by the Purchaser Acquired Companies if (i) the Market Price is less than $24.00 or more than $36.00, (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 the Acquired Companies have not waived such condition on or before the Closing Date; (d) by mutual consent of Buyer and the Acquired Companies; or (e) by either Buyer or the Acquired Companies if the Closing has not occurred (other than through the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30March 31, 2010; (d2007, or such later date as the parties may agree upon; provided that the right to terminate this Agreement under this Section 8.1(e) by shall not be available to any party whose action or failure to act has been the Purchaser upon the occurrence cause of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through or resulted in the failure of the Seller Merger to comply fully with its obligations under this Agreement) occur on or before September 30, 2010such date and such action or failure to act constitutes a Breach of this Agreement.

Termination Events. This Agreement maymay be terminated, before or after the Closing of any Funding, by written notice given before or at a Funding Party (provided, that such termination will be effective with respect to the ClosingCompany and such terminating Funding Party, be terminated:but not with respect to the Company and any other Funding Party that has not terminated this Agreement): (a) by mutual consent of at any time after December 1, 2003 (the Purchaser "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 (ii) the SellerCompany has waived its rights under the Alternative Funding Letters; (b) by either if a court of competent jurisdiction or other Governmental Entity shall have issued an order, decree or ruling (which order, decree or ruling the Purchaser or the Seller if (iparties shall use their reasonable best efforts to have lifted) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of action permanently restraining, restraining or enjoining or otherwise prohibiting any of the transactions contemplated by this Agreementthe Transaction Agreements, (ii) the U.S. Department of Justice provides written notice that it will not approveand such order, decree, ruling 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the other action or event described in this Section 7.1(b) occurring; orshall have become final and non-appealable; (c) by upon breach of any representation, warranty, covenant or agreement on the Purchaser if the Closing has not occurred (other than through the failure part of the Purchaser to comply fully with its obligations under 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 September 30, 2010the Termination Date; (d) if there shall have been a (i) Material Adverse Effect or (ii) failure by the Purchaser upon Company to obtain the occurrence Stockholder Approval at the first meeting of stockholders held after the date of this Agreement; (e) if the Company shall have (i) changed its jurisdiction of incorporation; (ii) succeeded to all or any substantial part of the liabilities of any other entity; (iii) directly or indirectly, consolidated with or merged into any other person or permitted any other person to 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 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 the Prior Note, Bridge Notes or any New Company Notes) in excess of $3 million; (vii) taken any action to effect or allow the 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 Material Adverse Effectreceiver for, the Company; (viii) filed a petition in bankruptcy or allowed such a petition to be filed against the Company or (ix) agreed or committed to do any of the foregoing; or (ef) if First Republic Bank or any direct or indirect assignee of any of its rights under the Prior Note or with respect to the indebtedness reflected in connection therewith has demanded payment pursuant to the Guaranty or if there has occurred any event of default or breach by the Seller Company 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 Closing has not occurred (other than through Company under the failure of agreements or instruments entered into in connection with the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010Bridge Notes.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent of the Purchaser and the Seller; (b) by either the Purchaser Buyer Parent or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser any Party seeking to terminate this Agreement to comply fully in all material respects with its obligations under this Agreement) on or before September 30the date that is 75 days after the date of this Agreement, 2010; or such later date as the Parties may agree upon (d) by the Purchaser upon “Outside Date”); provided, however, that if the occurrence of a Material Adverse Effect; or (e) by the Seller if sole reason that the Closing has not occurred is that the condition set forth on Section 3.5(a) has not been fulfilled on or prior to the date that is 75 days after the date of this Agreement, such date shall automatically be extended to the date that is 90 days after the date of this Agreement, which date shall be the “Outside Date” for all purposes of this Article XI, or (other than through ii) any condition set forth in Section 3.5 is incapable of being satisfied prior to the failure Outside Date; (b) by the Buyer Parent (but only so long as the Buyer is not in material breach of the Seller to comply fully with its obligations under this Agreement) on if there has been a material breach of any representation, warranty, covenant or before September 30agreement of the Seller or the Seller Stockholders such that one or more of the conditions to Closing set forth in Section 3.3 and Section 3.5 are not capable of being fulfilled as of the Outside Date; (c) by the Seller Representative (but only so long as the Seller and the Seller Stockholders are not in material breach of their respective obligations under this Agreement) if there has been a material breach of any representation, 2010warranty, covenant or agreement of the Buyer such that one or more of the conditions to Closing set forth in Section 3.4 and Section 3.5 are not capable of being fulfilled as of the Outside Date; or (d) by mutual consent of the Buyer Parent and the Seller.

Termination Events. This Agreement maymay be terminated at any time prior to the Closing Date, by written notice given whether before or at after the Closing, be terminatedSurviving Company Shareholder Approval and Seller Shareholder have been obtained: (a) by mutual written consent of the Purchaser Seller and the SellerSurviving Company; (b) by either the Purchaser Seller or the Seller if Surviving Company: (i) if, upon a vote at a duly held Surviving Company Shareholders Meeting or any adjournment thereof at which the Surviving Company Shareholder Approval shall have been voted upon, the Surviving Company Shareholder Approval shall not have been obtained; (ii) if, upon a vote at a duly held Seller Shareholders Meeting or any adjournment thereof at which Seller Shareholder Approval shall have been voted upon, Seller Shareholder Approval shall not have been obtained; (iii) if the Sale shall not have been consummated on or before December 31, 1999, 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; (iv) if any Governmental Authority has Entity shall have issued a nonappealable final Judgment an order, injunction, decree or ruling or taken any other nonappealable final actionaction permanently enjoining, in each case having the effect of permanently restraining, enjoining restraining or otherwise prohibiting the transactions contemplated Sale and such order, injunction, decree, ruling or other action shall have become final and nonappealable; or (v) 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, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring); or (c) by the Purchaser if Surviving Company in the Closing has not occurred (other than through the failure event of any material breach by any Principal Seller Shareholder of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure terms of the Seller to comply fully with its obligations under this Shareholders' Agreement) on or before September 30, 2010.

Termination Events. (a) This Agreement may, by written notice given before prior to or at the Closing, be terminated: (ai) (A) by mutual consent the Buyer if a material breach of any provision of this Agreement has been committed by the Purchaser Seller and the Seller; such breach has not been waived or (bB) by either the Purchaser or the Seller if (i) a material breach of any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect provision of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required has been committed by Section IV, T of the Proposed Final Judgment or (iii) the U.S. Department of Justice Buyer and such breach has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 sonot been waived; provided, however, that the right to if such breach is capable of being cured a party may not terminate this Agreement under this Section 7.1(b8.1(a) will not be available to 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 party whose failure to fulfill any of the conditions in Article VI is or becomes impossible (other than through the material covenant breach by the Buyer of its obligations under this Agreement, including ) and the obligations Buyer has not waived such condition or (B) by the Seller if satisfaction of any of the Purchaser conditions in Article VII is or becomes impossible (other than through the material breach by the Seller of its obligations under Section 5.3, this Agreement) and the Seller has been not waived such condition; (iii) by written mutual consent of the cause of or resulted in Buyer and the action or event described in this Section 7.1(b) occurringSeller; or (civ) by the Purchaser Seller (other than through the breach of the 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 (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30one hundred fifty (150) days after the date hereof, 2010;or such later date as the Buyer and the Seller may agree. (db) by If GSE Approval is not obtained, the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by Buyer and the Seller if shall take the Closing has not occurred (other than through actions set forth in Section 2.6, including to enter into an agreement terminating this Agreement and the failure Transaction Documents, which agreement shall set forth the rights and obligations of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010parties after termination.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent either Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the Purchaser other party and such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written notice is given specifying the SellerBreach and demanding it to be remedied; (bi) by either the Purchaser or the Seller Buyer if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 conditions in Article VII has withdrawn its consent to the entry not been satisfied as of the Proposed Final Judgment, as provided in the Hold Separate Order, Closing Date or the U.S. District Court for the District if satisfaction of Columbia has materially altered such a condition is 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) and Buyer has not waived such condition on or before September 30the Closing Date; or (ii) by Seller, 2010if 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 mutual consent of Buyer and Seller; or (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the either Buyer or Seller if the Closing has not occurred (other than through the failure of the Seller any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September December 31, 1998, or such later date as the parties may agree upon; or (e) (i) by Buyer if a material Breach of any provision of any of the Purchase Agreements has been committed by any party other than Buyer thereto and such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written notice is given specifying the Breach and demanding it to be remedied, 2010or (ii) by Buyer if any of the conditions precedent to Buyer's obligation to close any of the Purchase Agreements 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 Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by 11.1.1 By mutual consent of the Purchaser Acquiror and the SellerShareholders (acting jointly); 11.1.2 By the Acquiror, if any of the conditions in Section 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (bother 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 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 waived such condition on or before the Closing Date; 11.1.3 By either the Purchaser Acquiror or the Seller Shareholders (acting jointly), if (i) there shall have been entered a final, nonappealable order or injunction of any Governmental Authority has issued a nonappealable final Judgment restraining or taken any other nonappealable final action, in each case having prohibiting the effect consummation of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementhereby; 11.1.4 By the Acquiror, (ii) if, prior to the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval ofClosing Date, the transactions contemplated by this Agreement as required by Section IVCompany or any Shareholder is in material breach of any representation, T warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Proposed Final Judgment or (iii) the U.S. Department date of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 sodefault served by the Acquiror claiming such breach; provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(b) will 11.1.5 shall not be available to the Acquiror if the Acquiror is in material 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 party whose failure to fulfill any material representation, warranty, covenant under this Agreement, including the obligations or agreement herein contained and such breach shall not be cured within 10 days of the Purchaser under Section 5.3date of notice of default served by the Shareholders claiming such breach; provided, has been however, that the cause of or resulted in the action or event described in right to terminate this Agreement pursuant to this Section 7.1(b11.1.6 shall not be available to the Shareholders (acting jointly) occurring; or (c) by if any Shareholder is in material breach of this Agreement at the Purchaser if the Closing has not occurred (other than through the failure time notice of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010termination is delivered.

Termination Events. (a) This Agreement maymay be terminated prior to the Closing: (i) by mutual written consent of the Purchaser, the Company and the Stockholders’ Representative; (ii) by written notice given before or at the Closing, be terminated: (a) by mutual consent of from the Purchaser to the Company and the SellerStockholders’ 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; (biii) by either 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 Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final actionPurchaser to the Company and the Stockholders’ Representative, as the case may be, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred on or prior to March 1, 2017 (the “Expiration Date”) for any reason other than through delay or nonperformance of or breach by the failure party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Expiration Date. (b) In the event of termination of this 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 5.7 (Confidentiality), 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 definitions used in each of the Purchaser to comply fully with its obligations under 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 party from liability for any breach of this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written By notice given before prior to or at the Closing, subject to Section 12(b), this Agreement may be terminatedterminated as follows: (ai) by mutual consent Buyer if a material breach of the Purchaser any provision of this Agreement has been committed by Seller and the such breach has not been waived by Buyer or, prior to notice of termination from Buyer, been cured by Seller; (bii) by either the Purchaser or the Seller if (i) a material breach of any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect provision of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required has been committed by Section IVBuyer and such breach has not been waived by Seller or, T prior to notice of the Proposed Final Judgment or termination from Seller, been cured by Buyer; (iii) the U.S. Department of Justice by Buyer if any condition in Section 10 has withdrawn its consent to the entry not been satisfied as of the Proposed Final Judgment, as provided date specified for Closing in the Hold Separate Order, first sentence of Section 4 or the U.S. District Court for the District if satisfaction of Columbia has materially altered such a condition by such date is 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) ), and Buyer has not waived such condition on or before September 30, 2010such date; (div) by Seller if any condition in Section 11 has not been satisfied as of the Purchaser upon date specified for Closing in the occurrence first sentence of Section 4 or if satisfaction of such a Material Adverse Effectcondition by such date 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 such date; (v) by mutual consent of Buyer and Seller; (vi) by Buyer if the Closing has not occurred on or before July 31, 2007 (or August 31, 2007 in the event the applicable waiting period under the HSR Act has not expired or been terminated by July 24, 2007), or such later date as the parties may agree upon, unless the Buyer is in material breach of this Agreement; or (evii) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30July 31, 20102007 (or August 31, 2007 in the event the applicable waiting period under the HSR Act has not expired or been terminated by July 24, 2007), or such later date as the parties may agree upon, unless the Seller is in material breach of this Agreement.

Termination Events. This Agreement may, by written notice given before The Cash Manager or at the Closing, be terminatedGuarantor: (a) by mutual may (with the prior written consent of the Purchaser and Bond Trustee, which consent shall not be withheld unless the SellerBond Trustee determines that the termination of this Agreement would be materially prejudicial to the interests of the Covered Bondholders) terminate this Agreement with respect to the Account Bank in the event that the matters specified in paragraph (i), (vi), (vii), or (viii) below occur; (b) by either shall (with the Purchaser prior written consent of 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 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 Seller if (iactions described in Section 4.1(f) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final actionof the Cash Management Agreement and the Guarantor will terminate this Agreement, in each case having by serving a written notice of termination on the effect Account Bank (such termination to be effective three Canadian Business Days following service of permanently restrainingsuch notice and, enjoining 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 otherwise prohibiting the transactions contemplated by this AgreementCash 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 interest payable on any Guarantor Account held with the Account Bank; (ii) if one or more Rating Agencies downgrades the U.S. Department of Justice provides written notice that it will not approveunsecured, unsubordinated and unguaranteed debt obligations or is withdrawing its prior approval ofissuer default rating, the transactions contemplated by this Agreement as required by Section IVapplicable, T of the Proposed Final Judgment or Account Bank below the Account Bank Required Ratings; (iii) if the U.S. Department Account Bank, otherwise than for the purposes of Justice has withdrawn its consent such amalgamation, merger or reorganization as is referred to the entry in paragraph (iv) below, ceases or, through an authorized action of the Proposed Final Judgmentboard of directors of the Account Bank, as provided in the Hold Separate Order, threatens to cease to carry on all or substantially all of its business or the U.S. District Court Account Bank; (iv) if an order is made or an effective resolution is passed 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 winding-up of the Purchaser under Section 5.3, has been Account Bank except a winding-up for the cause purposes of or resulted pursuant to a solvent amalgamation, merger or reorganization the terms of which have previously been approved in writing by the action Guarantor and the Bond Trustee (such approval not to be unreasonably withheld or event described delayed); (v) an Insolvency Proceeding occurs in this Section 7.1(b) occurringrespect of the Account Bank; or (cvi) default is made by the Purchaser Account Bank in the performance or observance of its covenants and obligations, or a breach by the Account is made of any of its representations and warranties under Sections 8.1(d), 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 observance of any of its other covenants and obligations under this Agreement and such default continues unremedied for a period of thirty (30) days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Bond Trustee requiring the same to be remedied; (viii) if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with Account Bank materially breaches its obligations under this Agreement, the Guaranteed Deposit Account Contract and/or the Security Agreement, or any of the 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) on and 8.1(h)) or before September 30thereunder is incorrect in any material respect, 2010; (d) by provided that Rating Agency Condition is satisfied for the Purchaser upon the occurrence termination of a Material Adverse Effectthis Agreement following such breach or misrepresentation; or (eix) by an Issuer Event of Default occurs (provided that the Seller if Account Bank is the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on Issuer or before September 30, 2010an Affiliate thereof).

Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may, by written notice given before or may be terminated and the Contemplated Transactions abandoned at any time prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser Ashland and the SellerBuyer; (b) by either the Purchaser or the Seller Ashland if (i) Buyer shall have breached or failed to perform any Governmental Authority has issued a nonappealable final Judgment of its representations, warranties, covenants or taken any other nonappealable final action, agreements contained in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, which breach or failure to perform (x) would result in the failure of a condition set forth in Section 4.1 or 4.3 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 date of such written notice and the End Date or (ii) if all of the U.S. Department of Justice provides written notice conditions set forth in 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 it will not approve, or is withdrawing its prior approval of, by their nature are to be satisfied by actions taken at the Closing) and Buyer fails to consummate the transactions contemplated by this Agreement as required by within five Business Days following the date the Closing should have occurred pursuant to Section IV3.1 and the Company stood ready and willing to consummate during such period (it being understood that, T during such period of five Business Days following the Proposed Final Judgment or (iii) date the U.S. Department of Justice has withdrawn its consent Closing should have occurred pursuant to the entry of the Proposed Final JudgmentSection 3.1, as provided in 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 Buyer shall not be entitled to terminate this Agreement under this pursuant to 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or8.1(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 Purchaser 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 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 occurred (other than through the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September April 30, 2010; 2011 or such later date as the parties may agree upon (d) by such date, the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010“End Date”).

Termination Events. This Agreement maymay be terminated and the Purchase may be abandoned, by written notice given before or at any time prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser Seller and the SellerPurchaser; (b) by either the Purchaser Seller or the Seller if Purchaser, if: (i) any court or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has issued a nonappealable final Judgment not been vacated, withdrawn or taken any other nonappealable final action, in each case having the effect of permanently overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b) (i) shall have complied with its obligations, if any, under Section 6.3; or (ii) the U.S. Department Closing Date shall not have occurred on or prior to the date that is nine (9) months from the date of Justice provides written notice that it will not approvethis Agreement (such date, or is withdrawing its prior approval ofas the same may be extended pursuant to this Section 9.1(b)(ii), the transactions contemplated by this Agreement “End Date”); provided, that, if, as required by Section IV, T of the Proposed Final Judgment or date that is nine (iii9) months from the U.S. Department date of Justice has withdrawn its consent this Agreement, all conditions to the entry obligations of Seller and Purchaser to consummate the Purchase have been satisfied or waived (other than those that are to be satisfied at the Closing or a specified period of time in advance of the Proposed Final JudgmentClosing, as provided in the Hold Separate Orderbut subject to such conditions being capable of being satisfied or having been waived) other than Section 7.1(b), or the U.S. District Court for the District of Columbia has materially altered or declined to enter the Proposed Final Judgment, or provided then upon written notice of its intention either party to do sothe other within five (5) Business Days of the date that is nine (9) months from the date of this Agreement, the End Date shall be extended to the date that is fifteen (15) months from the date of this Agreement; provided, howeverfurther, that if either party delivers such notice, all conditions to the right consummation of the Purchase contained in Section 7.2 that were satisfied as of the date of such notice shall continue to be deemed to be satisfied notwithstanding any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that would otherwise cause such conditions not to be satisfied, other than a failure of the condition set forth in Section 7.2(a) resulting from any actual, knowing, and intentional breach of any covenant in this Agreement; provided, further, that neither party may terminate this Agreement under pursuant to this Section 7.1(b9.1(b)(ii) will not be available to any if such party whose failure to fulfill any is in material covenant under breach of this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or; (c) by Seller, if: (i) any of the representations and warranties of Purchaser if the Closing has not occurred contained in Article V shall fail to be true and correct or (other than through 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 failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (y) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Purchaser and (2) the day that is five (5) Business Days prior to comply fully with its obligations under the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 9.1(c) if Seller is in material breach of this Agreement) on or before September 30, 2010;; or (d) by Purchaser, if: (i) any of the Purchaser representations and warranties of Seller contained in Article IV shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (x) would result in the failure of a condition set forth in Section 7.2(a) or Section 7.2(b) and (y) which is not curable or, if curable, is not cured upon the occurrence of a Material Adverse Effectthe earlier of (1) the thirtieth (30th) day after written notice thereof is given by Purchaser to Seller and (2) the day that is five (5) Business Days prior to the End Date; or (eprovided, that Purchaser may not terminate this Agreement pursuant to this Section 9.1(d) by the Seller if the Closing has not occurred (other than through the failure Purchaser is in material breach of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before prior to or at ------------------ the Closing, be terminated: (a) by mutual consent Buyer if a material breach of the Purchaser any provision of this Agreement has been committed by Sellers and the Sellersuch breach has not been waived by Buyer or cured by Sellers; (b) by either the Purchaser Sellers if a material breach of any provision of this Agreement has been committed by Buyer and such breach has not been waived by Sellers or the Seller if cured by Buyer; (c) (i) by Buyer if any Governmental Authority of the conditions in Article VII has issued not been satisfied as of the Closing Date or if satisfaction of such a nonappealable final Judgment condition is or taken any becomes impossible (other nonappealable final action, in each case having than through the effect failure of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by Buyer to comply with its obligations under this Agreement, ) and Buyer has not waived such condition on or before the Closing Date; (ii) the U.S. Department of Justice provides written notice that it will not approveby Sellers, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required by Section IV, T if any of the Proposed Final Judgment conditions in Article VIII has not been satisfied 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 have not waived such condition on or before the Closing Date; or (iii) on September 10, 1999, by Buyer if the U.S. Department condition set forth in Section 7.11 has not been satisfied (other than through the failure of Justice has withdrawn Buyer to comply with its consent to the entry of the Proposed Final Judgment, as provided in 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 obligations under this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or); (cd) by the Purchaser mutual consent of Buyer and Sellers; (e) by either Buyer or Sellers if the Closing has not occurred (other than through the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before the Deadline Date. However, Buyer may, at its election, on or after September 25, 1999, extend the Deadline Date to not later than November 1, 1999 (the "Extension") by delivering notice thereof at any time to the Sellers; provided, however, that upon the later to occur of (i) September 30, 2010; 1999 and (dii) the date upon which all of the conditions precedent to the Buyer's obligation to close set forth in Article VII hereof (disregarding Section 7.10) (collectively, the "Buyer's Conditions") have been fulfilled (or Sellers are able and willing to fulfill them and have tendered performance on their part to Buyer), the Extension shall terminate unless, within five (5) business days thereafter, Buyer either deposits $7 million (the "Extension Deposit") into escrow with an escrow agent reasonably satisfactory to Sellers and Buyer pursuant to an escrow agreement in the form of Exhibit 10.1(e) attached hereto, or delivers a letter of credit (the "Extension LOC") to the Sellers in the face amount of $7 million payable to the Sellers as provided in (f) below. The Sellers may, at their option, cause the Extension of the Deadline Date by delivering notice thereof at any time to the Purchaser upon the occurrence of a Material Adverse EffectBuyer; or (ef) by the Seller either Buyer or Sellers if the Closing has not occurred by November 15, 1999. (other than through g) If (i) the failure Extension Deposit has been paid or the Extension LOC has been delivered by the Buyer, (ii) the Closing does not occur on or prior to the last day of the Seller Extension, and (iii) as of the last day of the Extension all of the Buyer's Conditions remain fulfilled, then the Sellers shall be entitled to comply fully with its obligations payment of the Extension Deposit or payment under this Agreement) on the Extension LOC and to retain such amount. In all other events, the Buyer shall be entitled to payment of and to retain the Extension Deposit or before September 30, 2010to cancel the Extension LOC.

Termination Events. This Agreement may, by written notice given before or at may be terminated prior to the Closing, be terminated: (a) by the mutual written consent of the Purchaser and the Seller; (b) by either the Purchaser or the Seller if if: (i) any a court of competent jurisdiction or other Governmental Authority has Body shall have issued a nonappealable final Judgment and non-appealable order, decree or ruling, or shall have taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, Transactions; or (ii) the U.S. Department of Justice provides written notice that it will not approvethere shall be any Legal Requirement enacted, promulgated, issued or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required by Section IV, T deemed applicable to any of the Proposed Final Judgment or (iii) the U.S. Department Transactions by any Governmental Body that would make consummation of Justice has withdrawn its consent to the entry any of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orTransactions illegal; (c) by the Purchaser if: (i) any of the representations and warranties of the Seller contained in this Agreement shall be materially inaccurate as of the date of this Agreement, or shall have become materially inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 5.1(a) would not be satisfied; or (ii) any of the covenants of the Seller contained in this Agreement shall have been materially breached such that the condition set forth in Section 5.1(a) would not be satisfied; provided, however, that if an inaccuracy in any of the Closing has not occurred (other than representations and warranties of the Seller 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 through the failure use of reasonable efforts within 30 days after the Purchaser notifies the Seller in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then the Purchaser to comply fully with its obligations may not terminate this Agreement under this AgreementSection 6.1(d) on as a result of such inaccuracy or before September 30breach prior to the expiration of the Seller Cure Period, 2010;provided the Seller, during the Seller Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Purchaser may not terminate this Agreement pursuant to this Section 6.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Seller Cure Period); or (d) by the Purchaser upon Seller if: (i) any of the occurrence Purchaser’s representations and warranties contained in this Agreement shall be materially inaccurate as of the date of this Agreement, or shall have become materially inaccurate as of a Material Adverse Effectdate subsequent to the date of this Agreement, such that the condition set forth in Section 5.2(a) would not be satisfied; or or (eii) if any of the Purchaser’s covenants contained in this Agreement shall have been materially breached such that the condition set forth in Section 5.2(a) would not be satisfied; provided, however, that if an inaccuracy in any of the Purchaser’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller if Purchaser is curable by the Closing has not occurred (other than Purchaser through the failure use of reasonable efforts within 30 days after the Seller notifies the Purchaser in writing of the existence of such inaccuracy or breach (the “Purchaser Cure Period”), then the Seller to comply fully with its obligations may not terminate this Agreement under this AgreementSection 6.1(e) on as a result of such inaccuracy or before September 30breach prior to the expiration of the Purchaser Cure Period, 2010provided the Purchaser, during the Purchaser Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Seller may not terminate this Agreement pursuant to this Section 6.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Purchaser Cure Period).

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent either Buyer and Acquisition or Sellers and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the Purchaser and the Sellerdate of notification of such Breach; (bi) by either Buyer and Acquisition if any of the Purchaser conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect failure of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by 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 Sellers and the U.S. Department of Justice provides written notice that it will not approveCompany, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required by Section IV, T if any of the Proposed Final Judgment or (iii) the U.S. Department of Justice conditions in Section 8 has withdrawn its consent to the entry not been satisfied of the Proposed Final Judgment, as provided in Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the Hold Separate Order, or failure of Sellers and the U.S. District Court for the District of Columbia has materially altered or declined Company 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 comply with their obligations under this Agreement, including ) and Sellers have not waived such condition on or before the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orClosing Date; (c) by mutual consent of Buyer and Acquisition and Sellers and the Purchaser Company; or (d) by either Buyer and Acquisition or Sellers and the Company if the Closing has not occurred (other than through the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure party or because one or more of the Seller conditions to the terminating 40 party's obligations is not satisfied as a result of the other party's failure to comply fully with its obligations under this Agreement) on or before September 30, 2010the terminating party's right to pursue all legal remedies will survive such termination unimpaired.

Termination Events. This Agreement may, by written notice given before or at the Closing, be terminated: (a) by mutual consent of the Purchaser and the Seller; (b) by either the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, Agreement has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or; (c) by the Seller or the Purchaser if the Closing has not occurred (other than through number of votes in favor of this Agreement cast by the failure shareholders of the Purchaser to comply fully with its obligations under Seller required for the consummation of the transaction contemplated by this Agreement) on Agreement shall not have been obtained at the meeting of the shareholders of the Seller or before September 30, 2010at any adjournment thereof duly held for such purpose; (d) by the Purchaser upon Board of Directors of the occurrence Seller if all of a Material Adverse Effect; orthe conditions set forth in Section 5.7 have been met; (e) by the Seller Purchaser if the Closing Seller has not occurred (other than through satisfied the failure of the Seller to comply fully with its obligations closing condition under this AgreementSection 6.1(b) on or before September March 31, 2012 (the “Termination Date”), provided, however, that in the event the Seller is diligently pursuing its obligations pursuant to Section 6.1(b), the Seller may extend the Termination Date to June 30, 20102012, upon notice to the Purchaser; or (f) by the Seller if the Purchaser and Gene Elite have not made the payments required in Section 6.2(c) within five (5) Business Days after GeneLink’s shareholders have approved the transactions contemplated by this Agreement pursuant to the Shareholders Meeting.

Termination Events. This Agreement may, by written notice given before or at may be terminated prior to the Closing, be terminated: (a) by mutual consent the Purchaser if (i) there is a Breach of any covenant or obligation of the Purchaser and Seller such that the closing condition set forth in Section 6.4(b) would not be satisfied, or (ii) there is a Breach of the Seller’s representations and warranties as of the date of this Agreement or as of any subsequent date (as if made on such subsequent date) such that the closing condition set forth in Section 6.1 would not be satisfied; provided, however, that the Purchaser shall not be permitted to terminate this Agreement pursuant to this Section 8.1(a) on account of any Breach which is curable by the Seller unless the Seller fails to cure such Breach within 30 calendar days after receiving notice of such Breach; (b) by the Seller if (i) there is a Breach of any covenant or obligation of the Purchaser such that the closing condition set forth in Section 7.4(b) would not be satisfied, or (ii) there is a Breach of the Purchaser’s representations and warranties as of the date of this Agreement or as of any subsequent date (as if made on such subsequent date) such that the closing condition set forth in Section 7.1 would not be satisfied; provided, however, that the Seller shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) on account of any Breach which is curable by the Purchaser unless the Purchaser fails to cure such Breach within 30 calendar days after receiving notice of such Breach; (c) by either the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred taken place on or before January 31, 2006 (the “Termination Date”) (other than through as a result of any failure on the failure part of the Purchaser terminating party to comply fully with or perform its covenants and obligations under this Agreement) on or before September 30, 2010Agreement in all material respects); (d) by the mutual written consent of the Purchaser upon and the occurrence of a Material Adverse EffectSeller; orand (e) by either Seller or the Seller Purchaser, if the Closing has not occurred (other than through the failure any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010Merger shall have become final and nonappealable.

Termination Events. (A) This Agreement may, by written notice given before or may be terminated at any time prior to the Closing, be terminated: (1) by the mutual written agreement of Buyer and Seller; (2) by Buyer or Seller (as long as Closing conditions have not then been satisfied in favor of the party electing to terminate): (a) on or after October 31, 2007 if the Closing shall not have occurred by mutual consent the close of business on such date, provided that such date may, from time to time, be extended by either party (with written notice to the other party) up to and including November 15, 2007, in the event that the conditions set forth in Section 7.1(B),(F) or Section 7.2(A), (B), (C), (E) or (G) have not been fully satisfied, or if Buyer has not obtained the cash to pay the $1,200,000 cash portion of the Purchaser Purchase Price, (such date, as it may be extended, the “Outside Date”); and provided further, that the Seller;terminating or extending party may not be in default of any of its obligations hereunder and may not have caused the failure of the transactions contemplated by this Agreement to have occurred on or before such date; or (b) by either the Purchaser or the Seller if (i) any there shall be in effect a final nonappealable Order of a Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect Body of permanently competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department consummation of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is appealable (and pursue such appeal with reasonable diligence); (3) by Buyer if there is a Breach of any representation or warranty set forth in Article IV (as modified by the Disclosure Letter and any supplements thereto delivered prior to Closing) not accepted by other party or any covenant or agreement to be complied with or performed by Seller pursuant to the terms of this Agreement and which Breach (individually or in the aggregate) could reasonably be expected to have a Condition-Related Material Adverse Effect or the failure of a condition set forth in Section 7.2 to be satisfied (and such condition is not waived in writing by Buyer) on or prior to the Closing Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 7.2 to be satisfied on or prior to the Closing Date, provided that Buyer may not terminate this Agreement prior to the Closing if Seller has not had an adequate opportunity to cure such failure; (4) by Seller if there is a Breach of any representation or warranty set forth in Article V (as required modified by the Disclosure Letter and any supplements thereto delivered prior to Closing) not accepted by the other party or of any covenant or agreement to be complied with or performed by Buyer pursuant to the terms of this Agreement and which breach (individually or in the aggregate) could reasonably be expected to have a Condition-Related Material Adverse Effect or the failure of a condition set forth in Section IV7.1 to be satisfied (and such condition is not waived in writing by Seller) on or prior to the Closing Date, T or the occurrence of any event which results or would result in the failure of a condition set forth in Section 7.1 to be satisfied on or prior to the Closing Date; provided that Seller may not terminate this Agreement prior to the Closing Date if Buyer has not had an adequate opportunity to cure such failure. (B) Upon the occurrence of any valid termination event set forth in this Section 9.3, Buyer and/or Seller, as applicable, shall deliver written notice to the non-terminating party. Upon delivery of such notice, this Agreement shall terminate and the transfer of the Proposed Final Judgment Purchased Assets contemplated hereby shall be deemed to have been abandoned without further action by Buyer or (iii) Seller. Upon such termination, Buyer shall deliver or destroy all confidential information regarding Seller in accordance with the U.S. Department Confidentiality Agreement, Seller shall deliver or destroy all confidential information related to Buyer to which Seller had access in connection with the negotiation of Justice has withdrawn its consent to this Agreement and the entry consummation of the Proposed Final Judgment, transactions contemplated hereby. (C) In the event that this Agreement is validly terminated as provided in this Section 9.3, then each of the Hold Separate Order, parties shall be relieved of their respective duties and obligations arising under this Agreement after the date of such termination and such termination shall be without Liability to Buyer 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 soSeller; 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described nothing in this Section 7.1(b) occurring; or (c) by 9.3 shall relieve Buyer or Seller of any Liability for any willful Breach of this Agreement occurring prior to the Purchaser if the Closing has not occurred (other than through the failure proper termination of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before or at the Closing, may be terminated: (a) by mutual consent of the Purchaser Buyer and the SellerSellers’ Representative; (b) by either Buyer by written notice to the Purchaser Sellers’ Representative if: (i) Buyer is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by any Seller or the Seller Company pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VI and such breach, inaccuracy or failure has not been cured within 10 days of the Sellers’ Representative’s receipt of written notice of such breach from Buyer; or (ii) any of the conditions set forth in Section 7.1 or Section 7.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the Outside Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (c) by the Sellers’ Representative by written notice to Buyer if: (i) the Sellers are not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VI and such breach, inaccuracy or failure has not been cured by Buyer within 10 days of Buyer’s receipt of written notice of such breach from the Sellers’ Representative; or (ii) any of the conditions set forth in Section 7.1 or Section 7.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the Outside Date, unless such failure shall be due to the failure of the Sellers or the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by them prior to the Closing; or (d) by Buyer or Seller in the event that (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority has shall have issued a nonappealable final Judgment Governmental Order restraining or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010and such Governmental Order shall have become final and non-appealable.

Termination Events. This Agreement may, by written notice given before Any one or at more of the Closing, be terminatedfollowing events shall constitute a Termination Event: (a) by mutual consent of the Purchaser and Borrower fails to pay any principal, interest, fees or other amounts under the Seller;Loan Documents on the date when due; or (b) by either the Purchaser Borrower fails to comply with any covenant or the Seller if agreement contained in Section 6.7 (iAccounts), Section 7.1 (Prohibition of Fundamental Changes, etc.), Section 7.2 (Distributions, Restricted Payments), Section 7.3 (Conduct of Business), Section 7.4 (Liens), Section 7.5 (Purchase of Assets, Investments; Loans) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final actionSection 7.6 (Indebtedness, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurringGuarantees); or (c) at any time, funds on deposit in any Account are used by or on behalf of the Purchaser if the Closing has not occurred (Borrower other than through for the failure purposes expressly specified in this Agreement or are withdrawn by or at the direction of the Purchaser Borrower other than as expressly permitted pursuant to comply fully with its obligations under this Agreement) on or before September 30, 2010;; or (d) by the Purchaser upon Borrower fails to comply with any covenant or agreement under this Agreement or under any other Loan Document (other than those specified in subsections (a), (b) or (c) above), and such failure is not remedied within 30 days after notice thereof from the occurrence of a Material Adverse EffectLender to the Borrower; or (e) any representation or warranty made by the Seller if Borrower in any Loan Document, or in any certificate or document delivered to the Closing has Lender by the Borrower pursuant to any Loan Document, proves to have been incorrect when made or deemed made and such failure is not occurred remedied within 10 days after notice thereof from the Lender to the Borrower; or (1) the Borrower or the Collateral Manager shall commence any case or other proceeding (A) under the Bankruptcy Code or any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, shall make a general assignment for the benefit of its creditors; or (2) there shall be commenced against the Borrower any case or other proceeding of a nature referred to in clause (1) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (3) there shall be commenced against the Borrower any case or other proceeding seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (4) the Borrower shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (1), (2) or (3) above; or (5) the Borrower shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) The Collateral Manager’s business or financial condition undergoes a Material Adverse Effect, other than as described in Section 8.1(f), or the Collateral Management Agreement shall be terminated or cease to be in full force and effect; or (h) any Loan Document to which the Borrower is a party ceases, for any reason, to be in full force and effect or any party thereto shall so assert in writing and any such event continues for ten days after the earlier of the Lender giving notice and the Borrower becoming aware of such event; or (ii) any Security Document to which the Borrower is a party ceases, except in accordance with its terms, to be effective to grant a perfected Lien on the Collateral described therein (other than through on an immaterial portion thereof) with the failure of the Seller priority purported to comply fully with its obligations under this Agreement) on or before September 30, 2010be created thereby.

Termination Events. This Agreement may, by written notice given before The occurrence of any one or at more of the Closing, be terminatedfollowing events shall constitute a Termination Event: (a) by mutual consent of the Purchaser and the SellerA Servicer Termination Event shall occur; (b) by either any of the Purchaser or the Seller if following shall occur at any time: (i) the Default Ratio (Three Month) as at the end of any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, Reporting Period is greater than 0.40%; (ii) the U.S. Department of 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 average of the Proposed Final Judgment or Delinquency Ratios calculated as at the end of three consecutive Reporting Periods is greater than 0.40%; (iii) the U.S. Department average of Justice has withdrawn the Payment Rates calculated in respect of three consecutive Reporting Periods is less than 17.0%; (iv) the Excess Spread in respect of any Reporting Period is less than 1.25% per annum; or (v) after giving effect to any payments on any Settlement Date, the Net Receivables Balance as disclosed in the most recent Servicer Report is less than the Purchaser’s Ownership Amount calculated based on the Aggregate Net Investment after such Settlement Date; (c) the Performance Guarantor shall cease to own and control, directly or indirectly, 100% of the issued and outstanding capital stock of the Seller or the Performance Guarantor or the Seller shall enter into any agreement or take any action that would result in any such event; (d) the Performance Guarantor shall sell, convey, transfer or otherwise dispose of all or any substantial part of its consent assets in a single transaction or in a series of related transactions which would have a Material Adverse Effect; (e) the Purchase hereunder shall for any reason (other than pursuant to the entry of the Proposed Final Judgmentterms hereof), as provided in the Hold Separate Ordercease to create, or the U.S. District Court Purchased Interest shall for any reason cease to be, a valid and perfected first priority undivided ownership interest to the District extent of Columbia the Purchased Interest in each Receivable and the Related Security and Collections with respect thereto, free and clear of any Adverse Claim except any Permitted Adverse Claim; or (f) if a Backup Servicing Agreement has materially altered been entered into, it shall at any time be terminated or declined cease to be in effect other than as permitted under Section 5.1(j); provided that if a Backup Servicing Agreement has been terminated or ceases to be in effect due to the breach or default of the Backup Servicer, or because the Backup Servicer has resigned, then the Seller shall have an additional 120 days to enter into a replacement Backup Servicing Agreement, then, and in any such event, but only so long as such Termination Event is continuing, the Proposed Final JudgmentPurchaser may by notice to the Seller and Servicer declare the Termination Date to have occurred, whereupon the Termination Date shall forthwith occur, in each event without demand, protest or provided written further notice of its intention to do soany kind, all of which are hereby expressly waived by the Seller; 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or Termination Event described in subsection (eh) of the definition of Servicer Termination Event, or of an actual or deemed entry of an order for relief with respect to the Seller or the Performance Guarantor under an Insolvency Statute, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Seller if and the Closing has not occurred (other than through Performance Guarantor. Upon the failure occurrence of the Seller Termination Date for any reason whatsoever pursuant to comply fully with its obligations this Section 7.1, the Purchaser has, in addition to all other rights and remedies under this Agreement) on Agreement or before September 30otherwise, 2010all other rights and remedies provided under the PPSA of all applicable jurisdictions and all other applicable laws, which rights shall be cumulative.

Termination Events. This Agreement may, by written notice given before or at may be terminated prior to the Closing, be terminated: (a) by mutual consent of the Purchaser and the Seller; (b) by either the Purchaser or the Seller Purchaser, if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect Purchaser shall not have received Company Stockholder Consent and Joinders representing the Requisite Stockholder Approvals and the Voting Agreement Approvals within twenty-four (24) hours following the execution of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department Purchaser has received evidence that the satisfaction of Justice provides any condition set forth in Section 10.1(b), Section 10.1(c), Section 10.1(e) or Section 10.1(h) has become impossible (other than as a result of any failure on the part of the Purchaser to comply with or perform any covenant or obligation of the Purchaser set forth in this Agreement), (iii) the Closing has not taken place on or before July 31, 2018 (the “End Date”) (other than as a result of any failure on the part of the Purchaser to comply with or perform any covenant or obligation of the Purchaser set forth in this Agreement), or (iv) the Company breaches 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 10.1(f) or Section 10.1(g) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and such breach or untrue representation or warranty is incapable of being cured by the End Date, or if capable of being cured, is not cured by the earlier of the End Date and the twentieth (20th) Business Day following written notice of such breach or untrue representation or warranty from the Purchaser; Table of Contents (b) by the Company, if (i) the Company shall have received evidence that it will not approvethe satisfaction of any condition set forth in Section 10.2(b), Section 10.2(c) or is withdrawing its prior approval of, Section 10.2(e) has become impossible (other than as a result of any failure on the transactions contemplated by this Agreement as required by Section IV, T part of the Proposed Final Judgment Company or the Company Equityholders to comply with or perform any covenant or obligation of the Company or the Company Equityholders set forth in this Agreement), (ii) the Closing has not taken place on or before the End Date (other than as a result of any failure on the part of the Company or the Company Equityholders to comply with or perform any covenant or obligation of the Company or the Company Equityholders, as applicable, set forth in this Agreement), or (iii) the U.S. Department of Justice has withdrawn its consent to Purchaser breaches any representation, warranty, covenant or agreement on the entry part of the Proposed Final Judgment, as provided Purchaser set forth in the Hold Separate Orderthis Agreement, or if any representation or warranty of the U.S. District Court for Purchaser shall have become untrue, in either case such that the District conditions set forth in Section 10.2(f) or Section 10.2(g) would not be satisfied as of Columbia has materially altered the time of such breach or declined to enter as of the Proposed Final Judgmenttime such representation or warranty shall have become untrue, and such breach or untrue representation or warranty is incapable of being cured by the End Date, or provided if capable of being cured, is not cured by the earlier of the End Date and the twentieth (20th) Business Day following written notice of its intention to do so; provided, however, that such breach or untrue representation or warranty from 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010Company; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before or at the Closing, be terminated: (a) by mutual consent of the Purchaser and the Seller; (b) by Purchaser (so long as Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of any of Seller’s representations, warranties, covenants or agreements contained in this Agreement, which would result in the failure of a condition set forth in Section 7.1(a) or Section 7.1(b), and which breach has not been cured or cannot be cured within 30 days after the notice of the breach from Purchaser; (c) by Seller (so long as Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of any of Purchaser’s representations, warranties, covenants or agreements contained in this Agreement, which would result in the failure of a condition set forth in Section 7.2(a) or Section 7.2(b), and which breach has not been cured or cannot be cured within 30 days after the notice of breach from Seller; (d) by either the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurringTransaction; or (ce) by the either Seller or Purchaser if the Closing has not occurred on or before June 30, 2020 (the “Outside Date”) (other than through the failure of the Purchaser Party seeking such termination to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect); or (e) by the Seller provided that if the Closing has not occurred (other than through the failure due to non-satisfaction of the Seller condition set forth in Section 7.1(d), Section 7.1(h), Section 7.2(c) or Section 7.2(g), the Outside Date shall be automatically extended to comply fully with its obligations under this Agreement) on or before September 30December 31, 20102020.

Termination Events. This Agreement may, by written notice given before to the Seller or at the Buyer, as applicable, prior to the Closing, be terminated: (a) by mutual consent of (i) the Purchaser and Buyer, if any representation or warranty made by the Seller or any Member is inaccurate in any material respect or the Seller or any Member has breached any covenant or agreement in this Agreement in any material respect or (ii) the Seller, if any representation or warranty made by the Buyer is inaccurate in any material respect or the Buyer has breached any covenant or agreement in this Agreement in any material respect; (b) by either the Purchaser or the Seller if (i) the Buyer, if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, condition in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred 7.1 (other than through the condition set forth in Section 7.1(d)) has not been satisfied or waived in writing by April 29, 2011 or if satisfaction of any such condition is or becomes impossible (in either case, for reasons other than the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) on or before September 30(ii) the Seller, 2010; if any condition in Section 7.2 (dor condition set forth in Section 7.1(d)) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred been satisfied or waived in writing by April 29, 2011 or if satisfaction of any such condition is or becomes impossible (in either case, for reasons other than through the failure of the Seller or any Member to comply fully with such Party’s obligations under this Agreement); provided, however, that if either the Buyer or the Seller notifies the other Party in writing that it is exercising its termination right pursuant to this Section 8.1(b) on or before May 9, 2011, the non-terminating Party shall pay $250,000 in cash to the terminating Party within 30 days of demand therefor and such payment shall be the exclusive remedy of the terminating Party under this Agreement; (c) by (i) the Buyer, if any condition in Section 7.1 has not been satisfied or waived in writing by September 7, 2011 or if satisfaction of any such condition is or becomes impossible (in either case, for reasons other than the failure of the Buyer to comply with its obligations under this Agreement) on or before (ii) the Seller, if any condition in Section 7.2 has not been satisfied or waived in writing by September 307, 20102011 or if satisfaction of any such condition is or becomes impossible (in either case, for reasons other than the failure of the Seller or any Member to comply with such Party’s obligations under this Agreement); or (d) by mutual consent of the Buyer and the Seller.

Termination Events. This Agreement may, by written notice given may be terminated prior to the Closing (whether before or at after the Closing, be terminated:adoption and approval of this Agreement by the Company’s shareholders): (a) by the mutual written consent of the Purchaser Parent and the SellerCompany; (b) by either the Purchaser Parent or the Seller Company, if the Closing has not taken place on or before 5:00 p.m. (Central time) on December 31, 2014 (as such date may be extended in accordance with the first proviso of this Section 9.1(b), the “End Date”) provided, however, that if, by the third (3rd) Business Day prior to December 31, 2014, (i) the condition set forth in Section 7.3 has not been satisfied, Parent may, by written notice delivered to the Company, extend the End Date from time to time to a date not later than February 27, 2015 and (ii) the condition set forth in Section 8.3 has not been satisfied, the Company may, by written notice delivered to Parent, extend the End Date from time to time to a date not later than February 27, 2015; provided further, that neither Parent nor the Company shall be permitted to terminate this Agreement pursuant to this Section 9.1(b) if the failure to consummate the Merger by the End Date arises or 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 Parent or the Company if: (i) a court of competent jurisdiction or other Governmental Authority has Body shall have issued a final and nonappealable final Judgment Order, or shall have taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated Merger; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Body that would make consummation of the Merger illegal; (d) by Parent if: (i) any of the representations and warranties of the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied; (ii) any of the U.S. Department covenants of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by Company contained in this Agreement as required by shall have been breached such that the condition set forth in Section IV, T of the Proposed Final Judgment 7.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred; provided, however, that, in the U.S. Department case of Justice has withdrawn its consent clauses “(i)” and “(ii)” only, if an inaccuracy in any of the representations and warranties of the Company as of a date subsequent to the entry date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within thirty (30) days after Parent notifies the Company in writing of the Proposed Final Judgmentexistence of such inaccuracy or breach (the “Company Cure Period”), then Parent 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 Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Parent 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 Company Cure Period); (e) by the Company if: (i) any of Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the Hold Separate Orderdate of this Agreement, or shall have become inaccurate as of a date subsequent to the U.S. District Court for date of this Agreement, such that the District condition set forth in Section 8.1 would not be satisfied; or (ii) if any of Columbia has materially altered or declined to enter Parent’s covenants contained in this Agreement shall have been breached such that the Proposed Final Judgment, or provided written notice of its intention to do socondition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in any of Parent’s representations and warranties as of a date subsequent to the right to date of this Agreement or a breach of a covenant by Parent is curable by Parent through the use of reasonable efforts within thirty (30) days after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”), then the Company may not terminate this Agreement under this Section 7.1(b9.1(e) will not be available as a result of such inaccuracy or breach prior to any party whose failure to fulfill any material covenant under this Agreement, including the obligations expiration of the Purchaser under Section 5.3Parent Cure Period, has been provided Parent, during the cause of Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or resulted in breach (it being understood that the action or event described in Company may not terminate this Agreement pursuant to this Section 7.1(b9.1(e) occurringwith respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Parent Cure Period); or (cf) by the Purchaser Parent if the Closing has Required Merger Shareholder Vote is not occurred obtained within twenty-four (other than through 24) hours after the failure execution of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement maymay be terminated and the Transactions abandoned at any time prior to the Effective Time, by written notice given before or at the Closing, be terminatedas follows: (a) by By mutual consent written agreement of the Purchaser Inspirato and the Seller;▇▇▇▇▇▇▇▇▇. (b) by By either Inspirato or Buyerlink, if the Purchaser Closing has not occurred on or before October 31, 2025 (the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action“Initial Outside Date”, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by and as may be extended pursuant to this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval ofSection 6.1(b), 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 entry of the Proposed Final Judgment, as provided in 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“Outside Date”); provided, howeverthat the Initial Outside Date may be extended pursuant to the mutual consent of Inspirato and Buyerlink; provided, further, that the right to terminate this Agreement under this Section 7.1(b6.1(b) will shall not be available to any party whose failure to fulfill any material covenant obligation under this Agreement, including the obligations of the Purchaser under Section 5.3, Agreement has been the primary cause of or resulted in the action or event described in this Section 7.1(b) occurring; orfailure to consummate the Merger by such date. (c) By either Inspirato or Buyerlink, if any Governmental Authority shall have enacted or issued a final, non-appealable law, regulation, or order permanently restraining or prohibiting the consummation of the Merger; provided that the right to terminate this Agreement under this Section 6.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of the failure to consummate the Merger by such date. (d) By either Inspirato or Buyerlink, if the Inspirato Stockholder Approval is not obtained at the Inspirato Stockholder Meeting (or any adjournment or postponement thereof). (e) By Buyerlink if (i) an Adverse Recommendation Change shall have occurred or Inspirato failed to make the Inspirato Board Recommendation, in each case whether or not permitted by the Purchaser terms hereof or (ii) if Inspirato or Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of Inspirato and Merger Sub set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing has not occurred (other than through Date) give rise to the failure of a condition set forth in Section 5.3(a) or Section 5.3(b) and (B) is incapable of being cured, or is not cured, by Inspirato or Merger Sub by the Purchaser earlier of thirty (30) days following receipt of written notice from Buyerlink of such breach or failure or the Outside Date; provided that Buyerlink shall not have the right to comply fully terminate this Agreement pursuant to this Section 6.1(e)(ii) if Buyerlink is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement such as would result in any of the closing conditions set forth in Section 5.2 not being satisfied. (f) By Inspirato (i) at any time prior to receipt of the Inspirato Stockholder Approval, in order to enter into a binding written agreement with respect to a Superior Proposal, provided that Inspirato shall have complied in all material respects with its obligations under Section 4.3, (ii) if Buyerlink unreasonably withholds, conditions or delays its approval of any Specified Matter for which Buyerlink’s reasonable approval is required, or Buyerlink otherwise #100494976v13 takes any action that is the primary cause of the condition set forth in Section 5.3(f) being made incapable of being satisifed or (iii) if Buyerlink shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this AgreementAgreement (or if any of the representations or warranties of Buyerlink set forth in this Agreement shall fail to be true), which breach or failure (A) on would (if it occurred or before September 30, 2010; (d) by the Purchaser upon the occurrence was continuing as of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through Date) give rise to the failure of a condition set forth in Section 5.2(a) or Section 5.2(b) and (B) is incapable of being cured, or is not cured, by ▇▇▇▇▇▇▇▇▇, by the Seller earlier of thirty (30) days following receipt of written notice from Inspirato of such breach or failure or the Outside Date; provided that Inspirato shall not have the right to comply fully with terminate this Agreement pursuant to this Section 6.1(f)(ii) if Inspirato or Merger Sub is then in material breach of any of its obligations under representations, warranties, covenants or agreements contained in this AgreementAgreement such as would result in any of the closing conditions set forth in Section 5.3(a) on or before September 30, 2010and Section 5.3 not being satisfied.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) 11.1.1 by mutual consent of the Purchaser Acquiror and the SellerShareholders (acting jointly); 11.1.2 by the Acquiror, if any 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 (bother 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 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 any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 by either the Purchaser Acquiror or the Seller Shareholders (acting jointly), if (i) there shall have been entered a final, nonappealable order or injunction of any Governmental Authority has issued a nonappealable final Judgment restraining or taken any other nonappealable final action, in each case having prohibiting the effect consummation of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby; 11.1.4 by this Agreementthe Acquiror, (ii) if, prior to the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval ofClosing Date, the transactions contemplated by this Agreement as required by Section IVCompany or any Shareholder is in material breach of any representation, T warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Proposed Final Judgment or (iii) the U.S. Department date of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 sodefault served by the Acquiror claiming such breach; providedPROVIDED, howeverHOWEVER, that the right to terminate this Agreement under pursuant to this Section 7.1(b) will 11.1.5 shall not be available to the Acquiror if the Acquiror is in material 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 party whose failure to fulfill any material representation, warranty, covenant under this Agreement, including the obligations or agreement herein contained and such breach shall not be cured within 10 days of the Purchaser under Section 5.3date of notice of default served by the Shareholders claiming such breach or, has been if such breach is not curable within such 10 day period, such longer period of time as is necessary to cure such breach; PROVIDED, HOWEVER, that the cause of or resulted in the action or event described in right to terminate this Agreement pursuant to this Section 7.1(b11.1.6 shall not be available to the Shareholders (acting jointly) occurringif any Shareholder is in material breach of this Agreement at the time notice of termination is delivered; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Subject to Section 9.2, this Agreement may, by written notice given before or at the Closing, be terminated: (a) : by mutual consent of the Purchaser Buyer and the Seller; (b) ; by either the Purchaser or the Buyer if Seller has committed a material breach of any material provision of this Agreement and Buyer has not waived such breach; by Seller if (i) Buyer has committed a material breach of any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect material provision of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required and Seller has not waived such breach; by Section IV, T of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser Buyer if the Closing has not occurred satisfaction of any condition in Article 7 is or becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) on and Buyer has not waived such condition; by Seller if any condition in Article 8 is not satisfied or before September 30, 2010; becomes impossible (dother than through the failure of any Seller to comply with its obligations under this Agreement) and Seller has not waived such condition; or by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the either Buyer or Seller if the Closing has not occurred (other than through the failure of the Seller any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30August 1, 20102003, or such later date as Buyer and Seller may agree upon. by Buyer pursuant to Section 5.5(b); by Seller pursuant to Section 5.5(c). EFFECT OF TERMINATION Each party’s right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all obligations of the parties under this Agreement will terminate, except that the representations in Sections 3.26 and 4.5 and the obligations in Sections 14.1, 14.2, 14.3 and 14.15 will survive; provided, however, that if this Agreement is terminated by a party because of the breach of the Agreement by another party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of any other party’s failure to comply with its obligations under this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent of the Purchaser and the Seller; (b) by either the Purchaser Buyer or the Seller if (i) a material breach of any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect provision of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required has been committed by Section IV, T the other party and such breach has not been cured within a period of the Proposed Final Judgment or ten (iii10) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 business days after a written notice of its intention such breach has been delivered by the non-breaching party to do so; the breaching party or waived by such date, provided, however, that in the right event that the Seller has not received the deposit referred to in Section 2.2 (a) above one (1) day after the Buyer has delivered its signature to this Agreement, the Seller may terminate this Agreement under this with immediate effect. (b) (i) by Buyer if any of the conditions in Section 7.1(b) will 7 has not be available 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 any party whose failure to fulfill any material covenant comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, including the obligations if any of the Purchaser 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 Seller to comply with its obligations under Section 5.3, this Agreement) and Seller has been not waived such condition on or before the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orClosing Date; (c) by the Purchaser mutual consent of Buyer and Seller; or (d) by either Seller or Buyer if the Closing has not occurred (other than through the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 301, 2010; (d) by 2004, or such later date as the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010parties may agree upon.

Termination Events. This Subject to Section 9.03, this Agreement may, by written notice given before or at the Closing, may be terminated: (a) by mutual consent the Buyer if a material breach of any 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 Purchaser conditions specified in Section 9.01, and such breach has not been either (i) waived in writing, or (ii) if capable of being cured, cured within thirty (30) days after written notice of such breach is delivered by the SellerBuyer to the Sellers’ Representative; (b) by the Sellers’ Representative if a material breach of any 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 such breach has not been either the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment waived in writing, or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department if capable of Justice provides written notice that it will not approvebeing cured, 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 cured within thirty (iii30) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 days after written notice of its intention such breach is delivered by the Sellers’ Representative 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orBuyer; (c) by the Purchaser Buyer if any of the Closing has conditions precedent set forth in Section 9.01 (other than conditions that by their terms are to be satisfied at the Closing) have not occurred been satisfied as of December 31, 2021 or if satisfaction of such a condition becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) and the Buyer has not waived such condition on or before September 30, 2010such date; (d) by the Purchaser upon Sellers’ Representative if any of the occurrence 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 Material Adverse Effectcondition becomes impossible (other than through failure of the Sellers or the Company to comply with their respective obligations under this Agreement) and the Sellers’ Representative or the Company (as appropriate) have not waived such condition on or before such date; or (e) by the Seller if the Closing has not occurred (other than through the failure mutual written agreement of the Seller to comply fully with its obligations under this Agreement) Buyer, on or before September 30the one hand, 2010and the Sellers’ Representative, on the other hand.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent either the Buyer or the Selling Parties if a material Breach of the Purchaser any provision of this Agreement has been committed by any other Party and the Sellersuch Breach has not been waived; (b) by either the Purchaser or the Seller Buyer if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 conditions in Section 6.1 has withdrawn its consent to the entry not been satisfied as of the Proposed Final Judgment, as provided in the Hold Separate Order, Outside Date or the U.S. District Court for the District if satisfaction of Columbia has materially altered such a condition is 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) and the Buyer has not waived such condition on or before September 30the Outside Date; (c) by the Selling Parties, 2010if any of the 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 waived such condition on or before the Outside Date; (d) by the Purchaser upon Buyer, if the occurrence FTC, Antitrust Division or any other Governmental Authority requires the submission of a Material Adverse Effect; oradditional information or documentary material (second request), pursuant to the provisions of the HSR Act (including 18 U.S.C. S18A(e)) or any other applicable Antitrust Laws; (e) by the Seller Selling Parties, if (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 Closing, which conditions could be satisfied if the Closing has not had occurred at the time of such termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article VIII, (other than through ii) the failure 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 written notice from the Selling Parties as to the satisfaction of such conditions and the Selling Parties’ willingness to consummate the Closing; or (f) by mutual written consent of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010Buyer and the Selling Parties.

Termination Events. This Agreement may, by written notice given before prior to or at the ClosingClosing (except for Subparagraph (c) below), be terminated: (ai) by mutual consent Buyer, if a material Breach of any 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 Purchaser 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 SellerClosing, provided that the non- Breaching party has not waived such Breach; (b) by either the Purchaser or the Seller if (i) by Buyer if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry conditions in SECTION 7 have not been satisfied as of the Proposed Final Judgment, as provided in the Hold Separate Order, Closing Date or the U.S. District Court for the District if satisfaction of Columbia has materially altered such a condition is 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred becomes impossible (other than through the failure of the Purchaser Buyer to comply fully 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 conditions in SECTION 8 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 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, on or before September 3017, 2010;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 no reason, including, without limitation, the availability of financing with respect to the Contemplated Transactions in such amount and on such terms as shall be satisfactory to such Board of Directors in its sole and absolute discretion. (d) by the Purchaser upon the occurrence mutual written consent of a Material Adverse EffectBuyer and Seller; orand/or (e) by the Buyer or Seller if the Closing has not occurred (other than through the failure of the Seller any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30February 28, 20102000, or such later date as the parties may agree upon.

Termination Events. This Agreement maySubject to Section 10.2 of this Agreement, by written notice given before prior to or at the Closing, this Agreement may be terminatedterminated as follows: (a) 10.1.1 by mutual consent of the Purchaser and the SellerSellers; (b) 10.1.2 by either the Purchaser or the Seller if (i) Sellers, upon Sellers entering into an agreement providing for an Alternative Transaction, provided that any Governmental Authority has issued a nonappealable final Judgment termination pursuant to this Section 10.1.2 shall not become effective until Sellers fulfill their obligation to pay any Break-Up Fee and Expense Reimbursement payable pursuant to Section 10.2. 10.1.3 by Purchaser or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided Sellers in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser any party seeking to comply terminate this Agreement to have complied fully with its obligations under this Agreement) on or before September 30, 20102013; (d) 10.1.4 by Sellers if, incident to the Bidding Procedures Order, Sellers accept and close on a competing bid for the purchase of all or part of the Target Assets, provided that any termination pursuant to this Section 10.1.4 shall not become effective until Sellers fulfill their obligation to pay any Break-Up Fee and Expense Reimbursement payable pursuant to Section 10.2; 10.1.5 by Purchaser if any of Sellers’ Bankruptcy Cases is dismissed or converted to one under Chapter 7 of the Bankruptcy Code, if a trustee or an examiner with expanded powers is appointed in any of the Bankruptcy Cases, or if a motion for relief from the automatic stay is granted with respect to a material portion of the Target Assets; 10.1.6 by the Purchaser non-breaching party upon the occurrence a material breach of a Material Adverse Effect; or (e) any provision of this Agreement provided that such breach has not been waived by the Seller non-breaching party and has continued after notice to the breaching party by the non-breaching party without cure for a period of ten (10) Business Days; 10.1.7 by Purchaser if satisfaction of any condition in Article 7 hereof on or before September 30, 2013, or such later date as the Closing has not occurred parties may agree upon, becomes impossible (other than through the failure of the Seller Purchaser to comply fully with its obligations under this Agreement) or by Sellers if satisfaction of any condition in Article 8 hereof on or before September 30, 20102013 becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement); or 10.1.8 by Purchaser pursuant to Section 6.10.

Termination Events. This Agreement mayAgreement, by written notice given before prior to or at the Closing, may be terminated: (a) by mutual consent Buyer, Holdings or Seller if a material breach of any provision of this Agreement has been committed by the Purchaser other party and the Sellersuch breach has not been waived; (b1) by either the Purchaser or the Seller Buyer if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry conditions in Section 8 and 9 have not been satisfied as of the Proposed Final Judgment, as provided in the Hold Separate Order, Closing Date or the U.S. District Court for the District if satisfaction of Columbia has materially altered such a condition is 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) and Buyer has not waived such condition on or before September 30the Closing Date; or (2) by Holdings or Seller, 2010if any of the conditions in Section 8 and 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 Seller or Holdings to comply with its obligations under this Agreement) and Holdings has not waived such condition on or before the Closing Date; (dc) by either Buyer, Holdings or Seller if the Purchaser upon Closing does not occur by December 31, 2008; (1) by Buyer, in the occurrence event Holdings or Seller has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Buyer has notified Holdings or Seller of the breach, and the breach has continued without cure for a Material Adverse Effectperiod of 30 days after the notice of breach; or (2) by Holdings or Seller, in the event Buyer has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Seller or Holdings have notified the Buyer of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach; or (e) by the Seller if the Closing has not occurred (other than through the failure mutual consent of the Seller to comply fully with its obligations under this Agreement) on or before September 30Buyer, 2010Holdings and Seller.

Termination Events. This Agreement may, by written notice given before or at the Closing, may be terminated: (a) by mutual consent of the Purchaser and the Seller; (bi) by either the Purchaser Company, upon delivery of written notice of termination by the Company to the Holder, or the Seller Holder, upon delivery of written notice of termination by a Noteholder to the Company, if the Settlement Date has not occurred on or before 5:00 p.m., Eastern Time on June 30, 2020 or, in the case of a review by the U.S. Securities and Exchange Commission of the Form S-4 relating to the Exchange Offers, August 7, 2020 (the “End Date”); provided, however, that none of the parties shall be entitled to terminate this Agreement pursuant to this Section 11(a)(i) if (i1) such party is in material breach of this Agreement as of the End Date or (2) any Governmental Authority breach of this Agreement by such party has issued a nonappealable final Judgment caused the failure of any condition set forth in Section 10(a) or taken (in the case of any other nonappealable final action, such breach by the Holder) 10(b) or (in each the case having of any such breach by the effect Company) 10(c) as of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, End Date; (ii) by the U.S. Department Company, upon delivery of 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 entry of the Proposed Final Judgment, as provided in 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 termination by the Company to the Holder, if (A) the Holder has breached or failed to perform any of its intention covenants or other agreements contained in this Agreement to do sobe complied with by it such that the condition set forth in Section 10(c)(iii) would not be satisfied or (B) there exists a breach of any representation or warranty of the Noteholders contained in Section 4 of this Agreement such that the condition set forth in Section 10(c)(i) would not be satisfied, and, in the case of both clause (A) and clause (B) above, such breach or failure to perform (x) has not been waived by the Company or cured on or before the earlier of two (2) business days after receipt by the Holder of written notice thereof or the End Date or (y) is incapable of being cured by the Holder by the End Date; provided, however, that the right Company shall not be entitled to terminate this Agreement under pursuant to this Section 7.1(b11(a)(ii) will not be available to any party whose failure to fulfill any if the Company is also in material covenant under breach of this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurringAgreement at such time; or (ciii) by the Purchaser Holder, upon delivery of written notice of termination by the Holder to the Company, if (A) the Closing Company has breached or failed to perform any of its covenants or other agreements contained in this Agreement to be complied with by it such that the condition set forth in Section 10(b)(ii) would not be satisfied, or (B) there exists a breach of any representation or warranty of the Company contained in Section 5 of this Agreement such that the condition set forth in Section 10(b)(i) would not be satisfied, and, in the case of each of clauses (A), and clause (B) above, such breach or failure to perform (x) has not occurred (other than through been waived by the failure of the Purchaser to comply fully with its obligations under this Agreement) Holder or cured on or before September 30, 2010; the earlier of two (d2) business days after receipt by the Purchaser upon Company of written notice thereof or the occurrence End Date or (y) is incapable of a Material Adverse Effect; or (e) being cured by the Seller Company by the End Date; provided, however, that the Holder shall not be entitled to terminate this Agreement pursuant to this Section 11(a)(iii) if the Closing has not occurred (other than through the failure Holder is also in material breach of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010Agreement at such time.

Termination Events. This Agreement mayIn the event that any one or more of the following (each, by written notice given before or at the Closing, be terminateda "Termination Event") shall have occurred: (a) by mutual consent the failure of the Purchaser Transferor, the Servicer or the Trustee to make a deposit, payment or withdrawal required hereunder or under any Related Document (determined without regard to the failure of the Servicer to deliver any statement or certificate required hereunder or under the Supplement in order for such deposit, payment or withdrawal to be made) when and as required and such failure continues for five Business Days; provided that the Sellerfailure of the Transferor to make additional payments pursuant to subsection 2.4(a) or 2.4(b) or Section 2.5 hereof shall not constitute a Termination Event unless such failure continues after the last Business Day of the Monthly Period which follows the Monthly Period in which the Transferor received a request for such payment pursuant to such subsection; (b) any representation or warranty made herein or in connection with this Agreement by either the Purchaser Transferor, the Servicer or the Seller if Trustee shall prove to have been incorrect in any material respect when made, and continues to be incorrect in any material respect for a period of sixty (i60) any Governmental Authority has issued days after receipt of written notice thereof, requiring the same to be remedied, by the Transferors and the Servicer from the Agent and as a nonappealable final Judgment result the interests of the Class A Purchasers or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 them are and continue to the entry of the Proposed Final Judgment, as provided in the Hold Separate Order, or the U.S. District Court for the District of Columbia has be 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orand adversely affected; (c) the failure by the Purchaser Transferor or the Servicer or, if such failure is reasonably expected to have a material adverse effect on the Closing has Class A Investors, by the Trustee, to duly observe or perform any term or provision of this Agreement (except as described in clause (a) above) which is not occurred (other than through cured within 60 days after written notice of such failure is given to the failure of defaulting party by the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010Agent; (d) by the Purchaser upon occurrence (whether occurring before or after the commencement of an Amortization Period) of a Trust Pay Out Event, a Series 1999-1 Pay Out Event or a Servicer Default, or the occurrence of an event or condition which would be a Material Adverse Effect; orTrust Pay Out Event, a Series 1999-1 Pay Out Event or a Servicer Default but for a waiver of or failure to declare or determine such event by the Certificateholders or the Trustee; (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.Commitment Expiration Date; or

Termination Events. This Agreement may, may be terminated and the transactions contemplated by written notice given before or this Agreement may be abandoned at any time prior to the Closing, be terminatedClosing Conditions Satisfaction Date: (a) by mutual written consent of the Purchaser Sellers and the SellerBuyers; (b) by either the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 a Party to the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser other Party if the Closing Conditions Satisfaction Date has not occurred (other than through the failure fault of the Purchaser Party seeking to comply fully with its obligations under terminate this Agreement) on by the Longstop Date; provided that the Buyers may not terminate this Agreement pursuant to this clause 12.1(b) if the Sellers exercise their right to terminate pursuant to Section 12.1(e). (c) by the Buyers or before September 30the Sellers in the event that (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Body shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, 2010;and such Governmental Order shall have become final and non-appealable. (d) by a Party that is not itself in material breach of any provision of this Agreement if there has been a breach, inaccuracy or failure to perform any representation, warranty, covenant or agreement made by the Purchaser upon other Parties pursuant to this Agreement that would give rise to the occurrence failure of a Material Adverse Effect; any of the conditions specified in clause 11 and such breach, inaccuracy or failure is incapable of remedy or, if capable of remedy, is not remedied by the Party in breach within the earlier of (i) ten (10) Business Days after written notice thereof, and (ii) the Longstop Date. (e) by the Seller Buyers or the Sellers if (i) all of the Closing has not occurred conditions set forth in clause 11.1 and 11.2 (except for clause 11.2(f)) have been and remain satisfied or waived (other than through those conditions that by their nature are to be satisfied at the failure Closing, but which are capable of being satisfied at the Closing), (ii) the Sellers have irrevocably confirmed in writing to the Buyers that they are all prepared to and stand ready, willing and able to consummate the Closing and that all of the Seller closing conditions set forth in clause 11.3 have been satisfied or irrevocably waived and (iii) the Buyers fail to comply fully with its obligations under this Agreementeffect the Closing. (f) on or before September 30by the Buyers, 2010if more than 3 Vessels cannot be delivered during the expected window for Closing pursuant to Clause 13.

Termination Events. This Agreement and the Transactions may, by written notice given before prior to or at the Closing, be terminatedterminated as follows: (a) by mutual consent agreement of the Purchaser Buyer and the Seller; (b) by either Buyer, on the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approveone hand, or is withdrawing its prior approval ofSeller, on the transactions contemplated by this Agreement as required by Section IVother hand, T of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September the later of (i) December 31, 2007 or (ii) forty (40) days following Buyer’s receipt of notification from the SEC that it has no further comments to the preliminary Proxy Statement; provided that in no event shall such date be later than May 30, 20102008 (such later date being referred to herein as the “Outside Date”); (c) by either Buyer or Seller if the Buyer Stockholders’ Meeting shall have been held and Buyer’s stockholders shall have taken a final vote on the proposal to approve the Transactions and failed to obtain the Required Buyer Stockholder Approval; (d) by Buyer if, prior to the Purchaser upon Required Buyer Stockholder Approval having been obtained, Buyer receives a written communication from the occurrence of a Material Adverse Effect; orfinancial advisor(s) providing the Buyer Fairness Opinion rescinding, withdrawing or adversely modifying such Buyer Fairness Opinion; (e) by Seller if at any time prior to Closing, Seller receives a written communication from the financial advisor(s) providing the Seller Fairness Opinion rescinding, withdrawing or adversely modifying such Seller Fairness Opinion; (f) by Seller, on the one hand, or by Buyer, on the other hand, if a material breach of this Agreement has been committed by the Closing other party and such material breach has not occurred been expressly waived in writing; (g) (i) by Buyer if satisfaction of any of the conditions in Section 6.1 becomes impossible prior to the Outside Date (other than through the failure of the Seller Buyer to comply fully with its obligations under this Agreement) and Buyer has not expressly waived such condition in writing on or before September 30termination of this Agreement; or (ii) by Seller, 2010if satisfaction of any of the conditions in Section 6.2 becomes impossible prior to the Outside Date (other than through the failure of Seller to comply with its obligations under this Agreement) and Seller has not expressly waived such condition in writing on or before termination of this Agreement; (h) by Buyer pursuant to Sections 5.12(d) or 5.15; or (i) by either Buyer or Seller if there shall be any law or regulation that makes consummation of the Transactions illegal or otherwise prohibited or if consummation of the Transactions would violate any non-appealable Order of any Governmental Entity having competent jurisdiction. The party who has committed a material breach referred to in Section 10.1(f) shall be referred to in this Article X as the “Breaching Party.” The party who first gives notice of termination pursuant to this Section 10.1 shall be referred to herein as the “Terminating Party”. The party who receives a notice of termination pursuant to this Section 10.1 (other than as the “Breaching Party” pursuant to Section 10.1(f)) shall be referred to herein as the “Other Party”.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent Buyers, if a breach of any representation or warranty or failure to perform any covenant or agreement on the Purchaser part of Sellers or the Company set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 8.1 or Section 8.2 not to be satisfied, and such breach has not been (x) waived by Buyers or (y) cured by Sellers within thirty (30) days after written notice thereof from the SellerBuyers specifying the nature of such breach and requesting that it be cured, by the End Date, provided, however, that Buyers shall not have the right to terminate this Agreement pursuant to this Section 10.1(a) if Buyers are then in material breach or violation of its representations, warranties or covenants contained in this Agreement; (b) by either Sellers, if a breach of any representation or warranty or failure to perform any covenant or agreement on the Purchaser part of Buyers set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 9.1 or the Seller if Section 9.2 not to be satisfied, and such breach has not been (ix) any Governmental Authority has issued a nonappealable final Judgment waived by Sellers or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated (y) cured by this Agreement, Buyers within thirty (ii30) the U.S. Department of Justice provides days after written notice thereof from the Sellers specifying the nature of such breach and requesting that it will not approvebe cured, or is withdrawing its prior approval ofby the End Date, 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 entry of the Proposed Final Judgment, as provided in 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 Sellers shall not have the right to terminate this Agreement under pursuant to this Section 7.1(b10.1(b) will not be available if Seller is then in material breach or violation of its representations, warranties or covenants contained in this Agreement; (c) (i) by Buyers, if satisfaction of any of the conditions in Article VIII is or becomes impossible (other than through the failure of Buyers to any party whose failure to fulfill any material covenant comply with their obligations under this Agreement) and Buyers have not waived such condition on or before the Closing Date; or (ii) by Sellers, including the obligations if satisfaction of any of the Purchaser conditions in Article IX is or becomes impossible (other than through the failure of Sellers to comply with their obligations under Section 5.3, has been this Agreement) and Sellers have not waived such condition on or before the cause Closing Date; (d) by mutual written consent of or resulted in the action or event described in this Section 7.1(b) occurringBuyers and Sellers; or (ce) by the Purchaser if either Buyers or Sellers, if: (i) the Closing has not occurred (other than through by any party seeking to terminate this Agreement, whose breach of any provision of this Agreement results in the failure of the Purchaser Closing to comply fully with its obligations under this Agreementbe consummated by such time) on or before September 30June 7, 20102015 or such later date as the parties may agree upon (such date, the “End Date”); (dii) by (A) there shall be any Law that makes consummation of the Purchaser upon Closing illegal or otherwise prohibited, or (B) any Order of any Governmental Body having competent jurisdiction enjoining Buyers or Sellers from consummating the occurrence of a Material Adverse EffectClosing is entered and such Order shall have become final and nonappealable; or (ef) by Sellers, if all of the Seller if the Closing has not occurred conditions set forth in Article VIII have been satisfied (other than through conditions which are to be satisfied by actions taken at the failure of Closing), Sellers have given notice to Buyers in writing that they are prepared and able to consummate the Seller Closing and Buyers fail to comply fully with its obligations under consummate the transactions contemplated by this Agreement) Agreement on or before September 30, 2010the date the Closing should have occurred pursuant to Section 2.3.

Termination Events. This Agreement may, by written notice given before or at may be terminated prior to the Closing, be terminatedClosing Date: (a) by mutual consent Buyer or Seller upon written notice to the other party at any time prior to the Closing (i) if the Confirmation Order has not been entered on or before August 1, 2005 or the Break-Up Fee Order has not been entered on or before the date that is forty (40) days after the date of this Agreement (or such later date(s) as mutually agreed to by the parties with respect to the foregoing) or (ii) Closing shall not have occurred on or before August 1, 2005 (or such later date as is mutually agreed to by the parties), by reason of the Purchaser and failure of any condition precedent under Section 4, provided that such failure did not result primarily from the Sellerterminating party materially breaching any covenant contained in this Agreement, or unless the terminating party shall have waived such condition precedent in writing); (b) by either the Purchaser or the Buyer upon written notice to Seller if Buyer is in compliance in all material respects with this Agreement and Seller fails to perform any material obligation required to be performed by Seller prior to or at the Closing, which failure continues for twenty (20) business days after written notice from Buyer to Seller of such failure; (c) by Seller upon written notice to Buyer if Seller is in compliance in all material respects with this Agreement and Buyer fails to perform any material obligation required to be performed by Buyer prior to or at the Closing, which failure continues for twenty (20) business days after written notice from Seller to Buyer of such failure; (d) by mutual written agreement of Buyer and Seller; (e) by Seller or Buyer upon written notice to the other if either (A) Seller, with the approval of the Bankruptcy Court, enters into any contract with a third party for the sale of the Closing Shares or any of the Riverboat Casino Assets to a Person other than Buyer or Buyer's designee, or (B) the Bankruptcy Court approves a Competing Plan; (f) by Buyer upon written notice to Seller if any of the conditions of Section 4 cannot be met and will not be waived by Buyer; (g) by Seller upon written notice to Buyer if any of the conditions of Section 5 cannot be met and will not be waived by Seller; (h) by Seller or Buyer in the event the Company Plan of Reorganization is not confirmed; and (i) any Governmental Authority has issued [intentionally omitted]. Upon a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect valid termination of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated this Agreement by this Agreement, Seller pursuant to subsection (iic) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval ofabove, the transactions contemplated by this Agreement Deposit (excluding interest accrued thereon, if any) shall be forfeited to Seller, but without prejudice to any legal remedy for money damages Seller may have, if any, against Buyer as required by Section IV, T a result of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 sosuch breach; provided, however, that Seller's legal remedies hereunder shall be limited exclusively to money damages, and, provided, further, that in no event shall Seller have the right to terminate specific performance or any other equitable remedy against Buyer in connection with this Agreement under or the transactions contemplated hereby. Upon a valid termination of this Section 7.1(b) will not be available Agreement pursuant to any party whose failure to fulfill any material covenant under this Agreementsubsection (a), including the obligations of the Purchaser under Section 5.3(b), has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or ), (e), (f), (g), (h) by or (i), the Seller Deposit (with interest accrued thereon, if the Closing has not occurred (other than through the failure of the Seller any) shall be returned to comply fully with its obligations under this Agreement) on or before September 30, 2010Buyer.

Termination Events. This Agreement may, by written notice given before The occurrence of any one or at more of the Closing, be terminatedfollowing events shall constitute a Termination Event: (a) any representation, warranty, certification or statement made by mutual consent of the Purchaser Debtor, the Seller or UAC in this Agreement, the UAFC Sale and Purchase Agreement, the Seller;UAFC-1 Sale and Purchase Agreement or in any other Transaction Document shall prove to have been incorrect in any material respect when made or deemed made; or (b) by either the Purchaser or Debtor, the Seller if or UAC shall default in the performance of (i) any Governmental Authority has issued a nonappealable final Judgment payment obligation hereunder or taken any other nonappealable final action, in each case having under the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this UAFC Sale and Purchase Agreement, the UAFC-1 Sale and Purchase Agreement or (ii) any other covenant or undertaking hereunder or under the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval ofUAFC Sale and Purchase Agree ment, the transactions contemplated by this UAFC-1 Sale and Purchase 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 entry of the Proposed Final Judgment, as provided which in the Hold Separate Order, or the U.S. District Court case of this clause (ii) shall remain unremedied 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(bfive (5) will not be available to any party whose failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurringdays; or (c) by any Event of Bankruptcy shall occur with respect to the Purchaser if Debtor, the Closing has not occurred (other than through Seller or the failure Collection Agent or any Subsidiary of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010;either of them; or (d) by a Collection Agent Default shall have occurred or for any reason UAC is not the Purchaser upon the occurrence of a Material Adverse EffectCollection Agent; or (e) by the Collection Agent shall at any time not be in compliance with the requirements of Section 5.3; or (f) the Collateral Agent shall, for any reason, fail to have a valid and perfected first priority security interest in Receivables and Related Security and Collections with respect thereto, free and clear of any Adverse Claim; or (g) either of the Debtor, the Seller if or the Collection Agent shall consolidate or merge with or into any other Person whereby it is not the surviving entity; or (h) there shall have occurred any material adverse change in the operations of the Debtor, the Seller or the Collection Agent since the Closing has not Date, or any other event shall have occurred (other than through which materially affects the failure of Debtor's, the Seller Seller's or the Collection Agent's ability to comply fully with its obligations either collect the Receivables or to perform under this Agreement, the UAFC Sale and Purchase Agreement the UAFC-1 Sale and Purchase Agreement or any other Transaction Document; 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 the Company shall not be rated at least "A-2" by S&P and at least "P-2" by ▇▇▇▇▇'▇; or (i) the Net Investment minus amounts on deposit in the Prefunding Account shall at any time exceed the Net Receivables Balance, or before September 30(ii) the Net Asset Test is not satisfied; or (l) a Take-Out shall not occur at least once in any period of six consecutive calendar months; or (m) the Net Investment is greater than the Facility Limit; (n) the Net Yield as of any Determination Date is less than 2.00% during a Settlement Period in which the Net Investment is greater than zero each day of such Settlement Period; (o) the sum of the (i) amount on deposit in the Reserve Account and (ii) the amount available pursuant to any Reserve Account Guaranty is less than the Required Reserve Account Amount for two (2) consecutive Business Days. Notwithstanding the foregoing, 2010with respect to an event occurring described in paragraph (a) or (f), to the extent such event is related to a particular Receivable or Receivables, such event shall not constitute a Termination Event if the Debtor timely fulfills its obligations with respect to such Receivable or Receivables pursuant to Section 2.7 hereof.

Termination Events. This Agreement may, by written notice given before or at may be terminated prior to the Closing, be terminated: (a) by the mutual written consent of Parent and Purchaser, on the Purchaser one hand, and the SellerCompany, on the other; (b) by either Parent and Purchaser, on the Purchaser one hand, or the Seller Company, on the other, if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on October 1, 2021 (the “End Date”); provided, however, (i) Parent and Purchaser shall not be permitted to terminate this Agreement pursuant to this Section 10.1(b) if (A) the failure to consummate the transactions contemplated by this Agreement by the End Date results from, or is caused by, a material breach by Parent and Purchaser of any of their representations, warranties, covenants or agreements contained herein or (B) the Company is seeking through a Legal Proceeding to specifically enforce this Agreement in accordance with Section 12.10 while any such Legal Proceeding is still pending and (ii) the Company shall not be permitted to terminate this Agreement pursuant to this Section 10.1(b) if (x) the failure to consummate the transactions contemplated by this Agreement by the End Date results from, or is caused by, a material breach by the Company or the Selling Shareholders of any of their respective representations, warranties, covenants or agreements contained herein or (y) Parent and Purchaser are seeking through a Legal Proceeding to specifically enforce this Agreement in accordance with Section 12.10 while any such Legal Proceeding is still pending; (c) by Parent and Purchaser, on the one hand, or the Company, on the other, if a court of competent jurisdiction or other Governmental Authority has Body shall have issued a final and nonappealable final Judgment Order, or shall have taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementAgreement such that the conditions set forth in Section 8.3 and Section 9.3 would not be satisfied; provided, however, a Party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(c) if such Party (i) did not use reasonable best efforts to have such Order vacated prior to its becoming final and nonappealable or (ii) failed to fulfill in any material respect any of its obligations under Section 6.1(a) and Section 6.1(b); (d) by Parent and Purchaser if: (i) any of the representations and warranties of the Company or the Selling Shareholders contained in this Agreement shall be inaccurate such that any condition set forth in Section 8.1 would not be satisfied; (ii) any of the covenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred; provided, however, in the case of clauses “(i)” and “(ii)” only, an inaccuracy in any of the representations and warranties of the Company or the Selling Shareholders as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of reasonable best efforts within fifteen (15th) Business Days after Parent’s or Purchaser’s notification to the Company in writing of the existence of such inaccuracy or breach (the period from such notification until the earlier of the fifteenth (15th) Business Day and the End Date, the “Company Cure Period”), then Parent and Purchaser may not terminate this Agreement under this Section 10.1(d) as a result of such inaccuracy or breach prior to the expiration of the applicable Company Cure Period, provided the Company or the Selling Shareholders, as applicable, during the applicable Company Cure Period, continue to exercise reasonable best efforts to cure such inaccuracy or breach (it being understood that Parent and Purchaser may not terminate this Agreement pursuant to this Section 10.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the applicable Company Cure Period); (e) by the Company if: (i) any of Parent’s and Purchaser’s representations and warranties contained in this Agreement shall be inaccurate such that the condition set forth in Section 9.1 would not be satisfied; or (ii) if any of Parent’s and Purchaser’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied; provided, however, if an inaccuracy in any of Parent’s and Purchaser’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent and Purchaser is curable by Parent and Purchaser through the use of reasonable best efforts within fifteen (15th) Business Days after the Company’s notification to Parent and Purchaser in writing of the existence of such inaccuracy or breach (the period from such notification until the earlier of the fifteenth (15th) Business Day and the End Date, the “Purchaser Cure Period”), then the Company may not terminate this Agreement under this Section 10.1(e) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period, provided Parent and Purchaser, during the Purchaser Cure Period, continue to exercise reasonable best efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 10.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Purchaser Cure Period); or (f) by the Company if: (i) the conditions set forth in Section 8 (other than those conditions that by their nature are to be satisfied by action taken at the Closing, but subject to the satisfaction thereof) have been and continue to be satisfied; (ii) the U.S. Department of Justice provides Company has irrevocably confirmed by written notice to Parent and Purchaser that the conditions set forth in Section 9 have been satisfied (other than those conditions that by their nature are to be satisfied by action taken at the Closing) or that it will not approve, or is withdrawing its prior approval of, willing to waive any unsatisfied conditions set forth in Section 9; (iii) the transactions contemplated by this Agreement as required by Section IV, T shall not have been consummated within three (3) Business Days after the later of the Proposed Final Judgment or delivery of such notice and the day the Closing is required to occur pursuant to Section 1.9(a); and (iiiiv) the U.S. Department of Justice has withdrawn Company and each Selling Shareholder stands ready, willing and able to consummate the transactions contemplated by this Agreement and the Company and each Selling Shareholder is prepared to take such actions within its consent control to cause the entry of the Proposed Final Judgment, as provided in the Hold Separate Order, or the U.S. District Court for the District of Columbia has materially altered or declined Closing to enter the Proposed Final Judgment, or provided written notice of its intention to do sooccur; provided, however, that notwithstanding anything in Section 10.1(b) to the right contrary, no Party shall be permitted to terminate this Agreement under this pursuant to Section 7.1(b10.1(b) will not be available to any party whose failure to fulfill any material covenant under this Agreement, including the obligations during such three Business Day period following delivery of the Purchaser under Section 5.3, has been the cause of or resulted notice referred to in the action or event described in this Section 7.1(bclause (ii) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010above.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent 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 Purchaser and the SellerEnd Date, provided Seller shall have given Buyer written notice, delivered at least thirty (30) days prior to such termination, notifying Buyer of such breach or failure to perform; (b) by either the Purchaser Buyer, if Seller shall have breached or the Seller if (i) failed to perform in any Governmental Authority has issued a nonappealable final Judgment material respect any of their representations, warranties, covenants or taken any other nonappealable final action, agreements contained in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department which breach or failure to perform would result in a failure of Justice provides written notice a condition set forth in Article VII 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 entry of the Proposed Final Judgment, as provided in 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 cannot be available cured by the End Date, provided Buyer shall have given Seller written notice, delivered at least thirty (30) days prior to any party whose such termination, notifying Seller of such breach or failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orperform; (c) (i) by Buyer if any of the Purchaser if conditions in Article VII has not been satisfied as of the Closing has not occurred Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) and Buyer has not waived such condition on or before September 30the Closing Date; or (ii) by Seller, 2010if 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 any of Seller or Buyer if any Governmental Body shall have issued an Order permanently enjoining or prohibiting the Purchaser upon consummation of transaction contemplated under this Agreement and such Order shall have become final and nonappealable (but only if the occurrence of a Material Adverse Effect; orparty seeking to terminate pursuant to this clause (d) shall have used commercially reasonable efforts to oppose and remove such Order); (e) by the mutual consent of Buyer and Seller; or (f) by either Buyer or Seller if the Closing has not occurred (other than through the failure of the Seller any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30May 2, 20102014, or such later date as the parties may agree upon in writing (the “End Date”).

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent either (i) Buyer or (ii) Sellers' Representative, if a material Breach of any provision of this Agreement has been committed by the Purchaser other party, and which Breach, unless waived by the Sellerterminating party, is incapable of being cured or has not been cured prior to ten (10) days following such Breach; (bi) by either Buyer if any of the Purchaser conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect failure of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by Buyer to comply with its obligations under this Agreement, ) and Buyer has not waived such condition on or before the Closing Date; or (ii) the U.S. Department of Justice provides written notice that it will not approveby Sellers' Representative, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required by Section IV, T if any of the Proposed Final Judgment or (iii) the U.S. Department of Justice conditions in Section 8 has withdrawn its consent to the entry not been satisfied as of the Proposed Final Judgment, as provided in Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the Hold Separate Order, or the U.S. District Court for the District failure of Columbia has materially altered or declined Sellers 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 comply with their obligations under this Agreement, including ) and Sellers' Representative has not waived such condition on or before the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orClosing Date; (c) by the Purchaser mutual consent of (i) Buyer, and (ii) Sellers' Representative; (d) by either (i) Buyer or (ii) Sellers' Representative if the Closing has not occurred (other than through the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30December 18, 20102001, or such later date as the parties may agree upon; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by Buyer prior to Closing, if within five (5) business days of receipt of any Update, which Update discloses facts of conditions that would make Section 7.1 impossible to satisfy, Buyer notifies Sellers of its decision to terminate this Agreement; or (f) by the Seller Sellers' Representative prior to Closing, if any material fact or issue has arisen that could reasonably be expected to make the Closing has not occurred (other than through the failure consummation of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010financing contemplated by Section 4.6 unlikely.

Termination Events. This Agreement may, by written notice given before or at prior to the Closing, be terminated: (a) by mutual consent of the Purchaser and the Seller;Buyers, (b) by either the Purchaser or the Seller if (i) in the event of non-compliance by any Governmental Authority Debtor with the requirements set forth in Section 6.1 hereof, except where such non-compliance has issued not or would not reasonably be expected to have a nonappealable final Judgment or taken Material Adverse Effect, provided that if any other nonappealable final actionsuch non-compliance is curable prior to December 31, in each case having 2003 by the effect Sellers through the use of permanently restrainingcommercially reasonable efforts, enjoining or otherwise prohibiting following written notice of such breach from the transactions contemplated by Buyers for as long as the Sellers shall be using their commercially reasonable best efforts to cure such breach, the Buyers may not terminate this Agreement, Agreement pursuant to this clause (i), (ii) in the U.S. Department event the Sellers shall fail to make their pre-merger notification filing with the Federal Trade Commission no later three days following entry of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as Confirmation Order, (iii) if the Bankruptcy Court shall fail to enter (A) the Sale Order in the form required by Section IV6.1 on or before November 30, T 2003 or, (B) if the Reorganizing Heber Debtors pursue confirmation of the Proposed Final Judgment Plan, the Confirmation Order on or before December 15, 2003, (iiiiv) if there shall have been, since the U.S. Department date hereof, any change, condition, circumstance or occurrence of Justice any event that, individually or in the aggregate, has withdrawn its consent had or would reasonably be expected to the entry have a Material Adverse Effect, (v) if any of the Proposed Final Judgmentconditions in Sections 7.1 through and including 7.15 are not satisfied by December 31, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred 2003 (other than through the failure of the Purchaser Buyers to comply fully with its their obligations under this Agreement) and the Buyers have not waived such condition, or (vi) if the Closing Date does not occur on or before September 30prior to December 31, 20102003; (db) by the Purchaser upon the occurrence of a Material Adverse Effect; orSellers, (ei) if any of the conditions in Section 8.1 through and including 8.9 becomes incapable of being satisfied by the Seller if the Closing has not occurred December 31, 2003 (other than through the failure of the Seller Sellers to comply fully with its their obligations under this Agreement) on or before September 30and the Sellers have not waived such condition, 2010or (ii) if the Buyers fail to make the Deposit as required by Section 2.3 of this Agreement, (a termination pursuant to this clause (b) resulting from a breach by the Buyers of obligations under this Agreement being referred to as a "Buyer Default Termination"); or (c) by mutual consent of the Buyers and the Sellers (which such consent shall be signed by each such party hereto and effective when signed.

Termination Events. This Agreement may, by written notice given before or at the Closing, be terminated:Without limiting any other provision of this agreement (including clauses 5.8 and 3.7): (a) by mutual consent of this agreement automatically terminates if the Purchaser Sunset Date has passed and the SellerScheme has not become Effective; (b) either party (non-defaulting party) may terminate this agreement by either notice in writing to the Purchaser or the Seller if other party if: (i) each of the following has occurred: (A) the other party (defaulting party) is in material breach of a provision of this agreement (other than for breach of a representation or warranty in clause 7.1 or clause 7.3) at any Governmental Authority time prior to 8.00am on the Second Court Date; (B) the non-defaulting party has issued a nonappealable final Judgment given notice to the defaulting party setting out the relevant circumstances of the breach and stating an intention to terminate the agreement; and (C) the relevant circumstances have continued to exist 5 Business Days (or taken any other nonappealable final action, shorter period ending at 8.00am on the Second Court Date) from the time the notice in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, clause 8.1(b)(i)(B) is given; (ii) the U.S. Department required majorities of Justice provides written notice that it will IOR Shareholders do not approve, or is withdrawing its prior approval of, approve the transactions contemplated by this Agreement as required by Section IV, T of Scheme at the Proposed Final Judgment or Scheme Meeting; (iii) a Court or other Regulatory Authority has issued an order, decree or ruling or taken other action that permanently restrains or prohibits the U.S. Department of Justice Transaction and that order, decree, ruling or other action has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 become final and cannot be available to any party whose failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted appealed; or (iv) in the action or event described in this Section 7.1(b) occurringaccordance with clause 3.7(b); or (c) Aevum may terminate this agreement by notice in writing to IOR if, at any time: (i) IOR breaches any representation or warranty in clause 7.1 and: (A) the Purchaser if breach is not remedied by subsequent action on the Closing has not occurred part of IOR before 8.00am on the Second Court Date; and (other than through B) the failure breach amounts to, results in, or discloses anything, that could reasonably be expected to amount to an IOR Material Adverse Event; (ii) an IOR Director fails to recommend the Scheme or the Transaction or withdraws his or her recommendation that IOR Shareholders vote in favour of the Purchaser to comply fully with its obligations Scheme or any IOR Director of IOR makes a public statement indicating that he or she no longer supports the Scheme; (iii) a Court or other Regulatory Authority has issued an order, decree or ruling or taken other action that restrains or prohibits Aevum exercising or enjoying the benefit of any material rights under this Agreementagreement; or (iv) on or before September 30, 2010;Aevum is permitted to do so under clause 8.2;‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ (d) IOR may terminate this agreement by notice in writing to Aevum if: (i) Aevum breaches any representation or warranty in clause 7.3 and: (A) the Purchaser upon breach is not remedied by subsequent action on the occurrence part of a Aevum before 8.00am on the Second Court Date; and (B) the breach amounts to, results in, or discloses anything, that could reasonably be expected to amount to an Aevum Material Adverse Effect; orEvent; (ii) at any time prior to the Second Court Date, all of the IOR Directors have changed, withdrawn or modified their recommendation because there is a Superior Offer or the Independent Expert has concluded that, in the Independent Expert's opinion, the Scheme is not in the best interests of the IOR Shareholders; (e) IOR and Aevum can terminate this agreement if agreed to in writing by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010both parties.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent of the Purchaser Buyer and the Seller; (b) by either the Purchaser Buyer or the Seller if a material breach of any provision of this Agreement has been committed by Buyer, in the case of termination by Seller, or by Seller, in the case of termination by Buyer, and such breach has not been waived or cured within thirty days (30) of receiving written notice of such material breach; (c) (i) by Buyer if any of the conditions in Article VII is or becomes impossible to satisfy on or before March 31, 2015 (the “Outside Date”) (provided, however, that the Parties will use Reasonable Best Efforts to consummate the Contemplated Transactions by December 31, 2014) (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition; or (ii) by Seller, if any of the conditions in Article VIII is or becomes impossible to satisfy on or before the Outside Date (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller has not waived such condition; (d) by either Buyer or Seller if any Governmental Authority Body has issued a nonappealable final Judgment an Order, or taken any other nonappealable final action, action in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 consummation of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 soContemplated Transactions; provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(b9.1(d) will shall not be available to any party Party whose failure to fulfill any material covenant under of its obligations contained in this Agreement, including the obligations of the Purchaser under Section 5.3, Agreement has been the cause of of, or resulted in in, the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure issuance of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effectsuch Order; or (e) by the either Buyer or Seller if the Closing has not occurred (other than through the failure of the Seller any Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30the Outside Date, 2010or such later date as the Parties may agree upon.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent either Subscriber or Debtor if a material Breach of any provision of this Agreement has been committed by the Purchaser other party and the Sellersuch Breach has not been cured or waived; (b) by either the Purchaser or the Seller Subscriber if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 conditions in Section 7 has withdrawn its consent to the entry not been satisfied as of the Proposed Final Judgment, as provided in Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the Hold Separate Order, or the U.S. District Court for the District failure of Columbia has materially altered or declined Subscriber to enter the Proposed Final Judgment, or provided written notice of comply with 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 obligations under this Agreement, including ) and Subscriber has not waived such condition on or before the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orClosing Date; (c) by Debtor, if any of the Purchaser 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 Debtor to comply with their obligations under this Agreement) and Debtor has not waived such condition on or before the Closing Date; (d) by mutual consent of Subscriber and Debtor; (e) by either Subscriber or Debtor if Closing has not occurred (other than through the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30July 31, 20101999, or such later date as the parties may agree upon; (df) by the Purchaser Debtor upon the occurrence expiration of three business days after notice is given by Debtor of its intent to accept another offer to purchase the Company's stock or Assets, subject to payment of the Break-Up Fee in accordance with Section 2.8; (g) by Subscriber if the Order described in Section 2.8.2 is not granted and Subscriber gives notice of termination to Debtor within three business days after the Bankruptcy Court refuses to enter the order in the form described in Section 2.8.2; (h) by Subscriber if a Material Adverse Effectletter of intent for the sale of Assets or Debtor's stock is signed with a party unrelated to Subscriber and 20 days have lapsed without definitive agreements being signed, unless Debtor has notified Subscriber within such 20 day period that such letter of intent has been terminated; (i) by Subscriber if Debtor enters into a definitive agreement for the sale of Assets or Debtor's stock to a party unrelated to Subscriber; or (ej) by the Seller if the Closing has not occurred (other than through the failure this Agreement shall terminate automatically upon any termination of the Seller to comply fully with its obligations under this Asset Purchase Agreement) on , without notice or before September 30, 2010further act. .

Termination Events. This 8.1 The Customer may terminate this Agreement may, at any time by written giving the Lender notice given before or in writing and the Customer shall immediately return the Goods to the Lender at such a place in the Closing, be terminatedUnited Kingdom as the Lender may require and pay the Lender the sums set out in clause 9. 8.2 The Lender may terminate this Agreement immediately if any of the following events occurs: (a) by mutual consent if the Customer breaches any term of the Purchaser and the Seller;this Agreement; or (b) by either if the Purchaser Customer is unable to pay its debts as they fall due or if the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment Lender considers the Customer is or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurringmay become insolvent; or (c) by the Purchaser if the Closing has not occurred (other than through Customer does anything which may prejudice the failure of Lender’s rights to or in the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010;Goods; or (d) by if any other agreement which the Purchaser upon Customer enters into with the occurrence Lender or a member of a Material Adverse Effectthe Lender’s group of companies is terminated or becomes capable of termination; or (e) if the Lender becomes aware that any information supplied by the Seller Customer is false; or (f) if the Closing has not occurred Goods become an actual or constructive total loss; or (g) if the Customer breaches any loan agreement or other than through the failure agreement or obligation relating to borrowing or any lease, hire purchase, credit sale or any other form of agreement or any borrowing is declared or could be declared payable prior to its maturity date; or (h) if there is any change in control of the Seller Customer’s company or its ultimate holding company; or (i) if a receiver, administrator, administrative receiver or liquidator is appointed over all or any part of the Customer’s assets, or any person who is entitled to comply fully do so takes any steps to appoint an administrator over any of the Customer’s assets or files such a notice with the court, or the Customer ceases or threatens to cease trading, or the Customer convenes any meeting of or enter into any arrangement with the Customer’s creditors or any of them; or (j) if a landlord levies or attempts to levy distress on the Goods or any premises where the Goods may be; or (k) if being an individual, the Customer dies or becomes bankrupt or a petition is presented or an application is made for an interim order or a bankruptcy order; or (l) if the Customer is a partnership and any of the partners dies, or a petition is presented for an administration order to be made in relation to or a resolution is passed for the winding up or dissolution of the partnership or a petition is presented for a bankruptcy order to be made against one or more of the partners for non-payment of a partnership debt or any one or more of the partners enters into a voluntary arrangement with its creditors; or (m) if the Lender has reasonable grounds to believe the Goods, or the Lender’s interest in them, is at risk; or (n) if any event occurs which, in the Lender’s opinion, has or is likely to have a material adverse effect on the Customer’s business, properties or condition, financial or otherwise or on the Customer’s ability to duly perform and observe its obligations under this Agreement; or (o) on the Customer or before September 30any person with a controlling interest in the Customer is, 2010in the Lender’s opinion, involved in an activity that may bring the Lender’s name into disrepute. 8.3 If any of the events set out in clause 8.2 occurs in relation to a guarantor of the Customer’s obligations under this Agreement, the Lender may terminate this Agreement and for this purpose any reference to “this Agreement” in clause 8.2 shall be construed as a reference to the relevant guarantee and any reference to “the Customer” as a reference to the guarantor.

Termination Events. This Subject to Section 9.2 of this Agreement, this Agreement may, may be terminated by written notice given before prior to or at the Closing, be terminatedClosing as follows: (a) by mutual consent Buyer if a material Breach of the Purchaser any provision of this Agreement has been committed by Seller and the Sellersuch Breach (i) is not curable, or if curable, is not cured within thirty (30) days after written notice of such Breach is given to Seller by Buyer; and (ii) has not been waived by Buyer; (b) by either the Purchaser or the Seller if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach (i) any Governmental Authority has issued a nonappealable final Judgment is not curable, or taken any other nonappealable final actionif curable, in each case having the effect is not cured within thirty (30) days after written notice of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated such Breach is given to Buyer by this Agreement, Seller; and (ii) the U.S. Department of Justice provides written notice that it will has not approve, or is withdrawing its prior approval of, the transactions contemplated been waived 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orSeller; (c) by the Purchaser Buyer if any condition in Article 7 has not been satisfied as of the Closing has not occurred Date or if satisfaction of such a condition by the Closing Date is or becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) ), and Buyer has not waived such condition on or before September 30, 2010the Closing Date; (d) by Seller if any condition in Article 8 has not been satisfied as of the Purchaser upon the occurrence Closing Date or if satisfaction of such a Material Adverse Effect; or (e) condition by the Seller if the Closing has not occurred Date is or becomes impossible (other than through the failure of the Seller to comply fully with its their obligations under this Agreement) ), and Seller has not waived such condition on or before September 30the Closing Date; (e) by mutual consent of Buyer and Seller; or (f) by Seller or Buyer if the Closing has not occurred on or before March 22, 20102013, or such later date as the parties may agree upon, unless Seller or Buyer is in material Breach of this Agreement. (g) This Agreement may not be terminated except as specifically provided in this Article 9 of this Agreement.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by mutual consent Buyers, if a material Breach of any provision of this Agreement has been committed by Sellers and by Sellers if a material Breach of any provision of this Agreement has been committed by Buyers, provided that the Purchaser other party and the Sellersuch Breach has not waived such Breach; (b) by either Buyers, if Buyers, in their sole discretion, determine to have a Phase I and/or a Phase II environmental investigation of the Purchaser or Real Property conducted and if the Seller if report of such investigations (the "Environmental Report") discloses any environmental conditions which have not previously identified to Buyers and are not reasonably satisfactory to Buyers, in their sole discretion; (c) (i) by Buyers if any Governmental Authority has issued of the conditions in Section8 have not been satisfied as of the Closing Date or if satisfaction of such a nonappealable final Judgment condition is or taken any becomes impossible (other nonappealable final action, in each case having than through the effect failure of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by Buyers to comply with its obligations under this Agreement, ) and Buyers have not waived such condition on or before the Closing Date; or (ii) the U.S. Department of 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 Sellers if any of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry conditions in Section9 have not been satisfied as of the Proposed Final Judgment, as provided in Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the Hold Separate Order, or the U.S. District Court for the District failure of Columbia has materially altered or declined Sellers to enter the Proposed Final Judgment, or provided written notice of comply with 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 obligations under this Agreement) and Sellers have not waived such condition on or before the Closing Date; (d) by Buyers, including the obligations in their sole discretion, if Sellers' updated Disclosure Schedule (pursuant to Section 8.1) are not satisfactory to Buyers. (e) by mutual written consent of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurringBuyer and Sellers; or (cf) by the Purchaser Buyers or Sellers if the Closing has not occurred (other than through the failure of the Purchaser any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30March 5, 2010; (d) by 1999, or such later date as the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010parties may agree upon.

Termination Events. (a) This Agreement may, may be terminated prior to the Closing: (i) by mutual written consent of the Buyer and ULHL; (ii) by written notice from the Buyer to ULHL, if there has been a breach of any representation, warranty, covenant or agreement by either ULHL, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in ARTICLE VIII or Section 5.04 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) 10 days after written notice thereof is given before or at by Buyer to ULHL, and (B) the Closing, be terminated: (a) by mutual consent of the Purchaser and the SellerExpiration Date; (biii) by either written notice from ULHL to the Purchaser Buyer, if there has been a material breach of any representation, warranty, covenant or agreement by the Seller if (i) Buyer, or any Governmental Authority has issued a nonappealable final Judgment such representation or taken any other nonappealable final action, in each case having warranty shall become untrue after the effect date of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, such that the conditions in ARTICLE IX would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (iiA) 10 days after written notice thereof is given by ULHL to the Buyer; and (B) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, Expiration Date; (iv) by the transactions contemplated by this Agreement as required by Buyer pursuant to Section IV, T of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring3.05; or (cv) by five (5) days’ prior written notice by ULHL to the Purchaser if Buyer or the Buyer to ULHL, as the case may be, in the event the Closing has not occurred on or prior to December 31, 2022 (the “Expiration Date”) for any reason other than through delay or nonperformance of or breach by the failure party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Expiration Date. (b) In the event of termination of this Agreement pursuant to this ARTICLE X, 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 7.02 (Public Announcements), Section 7.13 (Confidentiality), Section 12.02 (Fees and Expenses), Section 12.03 (Waiver; Amendment), Section 12.04 (Entire Agreement), Section 12.05 (Execution of Agreement; Counterparts; Electronic Signatures), Section 12.06 (Governing Law; Exclusive Jurisdiction), Section 12.07 (WAIVER OF JURY TRIAL), Section 12.08 (Assignment and Successors), Section 12.10 (Notices), Section 12.11 (Construction; Usage), Section 12.12 (Enforcement of Agreement), Section 12.13 (Severability), Section 12.16 (Schedules and Exhibits) and this Section 10.01(b) and the definitions used in each of the Purchaser to comply fully with its obligations under foregoing sections, all of which shall survive such termination and the Termination Date. Notwithstanding the foregoing, nothing contained in this Agreement shall relieve any party from liability for any breach of this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before prior to or at the ClosingClosing to the other parties hereto, be terminatedterminated and the transactions contemplated by this Agreement abandoned: (a) by mutual consent Seller if a material Breach of the Purchaser any provision of this Agreement has been committed by Buyer which (i) would result in a failure of a condition set forth in Section 8.1 or 8.2 and the (ii) is not cured, or cannot be cured, in all material respects within thirty (30) days after written notice thereof and such Breach has not been waived in writing by Seller; (b) by either the Purchaser or the Seller if (i) any Governmental Authority has issued the Closing shall not have occurred on or prior to the expiration of a nonappealable final Judgment or taken any other nonappealable final action, in each case having 180-day period from the effect date of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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(b9.1(b) will shall not be available to any party whose failure to fulfill any Seller if Seller is in material covenant under Breach of this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or; (c) by Seller, upon written notice to Buyer, if (i) Seller, or the Purchaser if Board, as the Closing has not occurred case may be, shall have (other than through A) entered into any Acquisition Agreement or (B) approved or recommended, or, in the failure case of a committee, proposed to the Board, to approve or recommend, any Acquisition Proposal, (ii) the Board or any committee thereof shall have resolved to do any of the Purchaser foregoing, or (iii) a Seller Adverse Recommendation Change shall have occurred in response to comply fully with its obligations under this Agreement) on a Superior Proposal or before September 30, 2010a Seller Sale Proposal or the Board or any committee thereof shall have resolved to make such Seller Adverse Recommendation Change; (d) by the Purchaser upon the occurrence Buyer if a material Breach of any provision of this Agreement has been committed by Seller which (i) would result in a failure of a Material Adverse Effect; orcondition set forth in Section 7.1 or 7.2 and (ii) is not cured, or cannot be cured, in all material respects within thirty (30) days after written notice thereof and such Breach has not been waived in writing by Buyer; (e) by the Seller Buyer if the Closing shall not have occurred on or prior to expiration of a 180-day period from the date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 9.1(e) shall not be available to Buyer if Buyer is in material Breach of this Agreement; (f) by either Seller or Buyer if any Governmental Body shall have issued an Order or taken any other action preventing or prohibiting Closing and such Order or other such action shall have become final without possibility of appeal, or there shall be any Legal Requirement enacted, promulgated, issued or applicable to the material transactions contemplated herein by any Governmental Body that would make consummation of such transactions illegal; (g) by Buyer if (A) a Seller Adverse Recommendation Change shall have occurred or (B) Seller shall have entered into, or the Board (or any committee thereof) shall have publicly announced an intention that the Seller enter into, an Acquisition Agreement; (h) by Buyer if a Change of Control occurs in respect of Seller (which for the purpose of this Section 9.1(h) shall deemed to have occurred upon (A) Seller entering into any binding or non-binding agreement, letter of intent or other document with any third party which contemplates a Change of Control of Seller; (B) the Board of Seller having made a favorable recommendation to shareholders regarding a transaction contemplating a Change of Control of Seller; or (C) a third party makes an offer to acquire a majority shareholding in Seller (whether through a tender offer or otherwise) and such offer has not occurred (other than through the failure been accepted by shareholders holding 25% or more of the total outstanding shares of Seller; (i) by mutual consent of Seller and Buyer; (j) by Buyer prior to comply fully Closing if a Company Material Adverse Effect has occurred; (k) by Buyer in accordance with its obligations under Section 6.8; (l) by Buyer in accordance with Section 6.13; (m) by Buyer if Seller fails to obtain export control licenses from the U.S. Department of Commerce in respect of the Export Controlled Technologies or approval by CFIUS in respect of the transaction by the end of a 180-day period from the date of this Agreement) on or before September 30, 2010.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) by 9.1.1 By mutual consent of the Purchaser Parent and the SellerShareholder (acting jointly); (b) by either 9.1.2 By the Purchaser or the Seller Parent, if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry conditions in Section 7 have not been satisfied as of the Proposed Final Judgment, as provided in the Hold Separate Order, Closing Date or the U.S. District Court for the District if satisfaction of Columbia has materially altered such a condition is 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred becomes impossible (other than through the failure of the Purchaser Parent to comply fully with its obligations under this Agreement) and Parent has not waived such condition on or before September 30, 2010the Closing Date; (d) by 9.1.3 By Shareholder, if any of the Purchaser upon the occurrence conditions in Section 8 have not been satisfied as of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller any Shareholder to comply fully with its his obligations under this Agreement) and Shareholder has not waived such condition on or before September 30the Closing Date; 9.1.4 By either Parent or Shareholder if there shall have been entered a final, non-appealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated hereby; 9.1.5 Parent may terminate this Agreement by giving written notice to Shareholder at any time prior to the Effective Time (A) in the event Shareholder has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Parent has notified Shareholder of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach or (B) if the Closing shall not have occurred on or before May 28, 2010, by reason of the failure of any condition precedent under Article 7 hereof (unless the failure results primarily from Parent breaching any representation, warranty, or covenant contained in this Agreement); 9.1.6 Shareholder may terminate this Agreement by giving written notice to Parent at any time prior to the Effective Time (A) in the event Parent has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Shareholder has notified Parent of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach or (B) if the Closing shall not have occurred on or before May 28, 2010, by reason of the failure of any condition precedent under Article 8 hereof (unless the failure results primarily from Shareholder breaching any representation, warranty, or covenant contained in this Agreement). Termination of this Agreement by Parent may only occur with the prior written approval of the Parent Board.

Termination Events. This Agreement may, by written notice given before The Seventh Issuer Cash Manager or at the Closing, be terminatedSeventh Issuer: (a) by mutual shall (with the prior written consent of the Purchaser Security Trustee) terminate this Agreement and close the Seller;Seventh Issuer Accounts, in the event any of the matters specified in paragraphs (ii) to (v) below occur; and (b) by either may (with the Purchaser or prior written consent of the Seller if Security Trustee) terminate this Agreement and close the Seventh Issuer Accounts, in the event any of the matters specified in paragraphs (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final actionand (vi) below occur, in each case having case, by serving a written notice of termination on the effect Seventh Issuer Account Bank in the following circumstances (i) if a deduction or withholding for or on account of permanently restrainingany Tax is imposed, enjoining or otherwise prohibiting it appears likely that such a deduction or withholding will be imposed, in respect of the transactions contemplated by this Agreement, interest payable on any of the Seventh Issuer Accounts held with it; or (ii) the U.S. Department of Justice provides written notice that it will not approveshort-term, or is withdrawing its prior approval ofunsecured, 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 entry of the Proposed Final Judgment, as provided in 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 unsubordinated and unguaranteed debt obligations of the Purchaser under Section 5.3Seventh Issuer Account Bank cease to have a rating of at least P-1 from Moody's, has been A-1+ from S&P or F1+ from Fitch, as the cause case may ▇▇, ▇▇less each rating agency confirms that its then current rating of or resulted in the action or event described in this Section 7.1(b) occurringNotes would not be adversely affected as a result of such ratings falling below these minimum ratings; or (iii) if the Seventh Issuer Account Bank, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in paragraph (d) below, ceases or, through an authorised action of the board of directors of the Seventh Issuer Account Bank, threatens to cease to carry on all or substantially all of its business or is deemed unable to pay its debts as and when they fall due within the meaning of section 123(1)(a) of the Insolvency Act 1986 (on the basis that the reference in such section ▇▇[▇▇▇]750 was read as a reference to[GBP]10 million), sections 123(1)(b), (c), (d) and (e) (on the basis that the words "for a sum exceeding[GBP]10 million" were inserted after the words "extract registered bond" and "extract registered protest" and section 123(2) of the Insolvency Act 1986 (as that Section may be amended) or ceases to be ▇▇ ▇▇▇▇orised institution under the Financial Services and Markets Act 2000; or (iv) if an order is made or an effective resolut▇▇▇ ▇▇ ▇assed for the winding-up of the Seventh Issuer Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Purchaser Security Trustee (such approval not to be unreasonably withheld or delayed); or (v) if proceedings are initiated against the Closing has not occurred Seventh Issuer Account Bank under any applicable liquidation, insolvency, bankruptcy, composition, reorganisation (other than through a reorganisation where the failure Seventh Issuer Account Bank is solvent) or other similar laws (including, but not limited to, presentation of a petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of petition for an administration order, the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator) such proceedings are not, in the reasonable opinion of the Purchaser Security Trustee, being disputed in good faith with a reasonable prospect of success or an administration order is granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to comply fully the Seventh Issuer Account Bank or in relation to the whole or any substantial part of the undertaking or assets of the Seventh Issuer Account Bank, or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Seventh Issuer Account Bank, or a distress, execution or diligence or other process shall be levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Seventh Issuer Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Seventh Issuer Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a conveyance or assignment or assignation for the benefit of its creditors generally or takes steps with a view to obtaining a moratorium in respect of any of indebtedness; or (vi) if the Seventh Issuer Account Bank fails to perform any of its obligations under this Agreement) on Agreement and such failure remains unremedied for three London Business Days after the Seventh Issuer Cash Manager or before September 30the Security Trustee, 2010; (d) by as the Purchaser upon the occurrence case may be, has given notice of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010such failure.

Termination Events. This Agreement may, by written notice given before or at the Closing, be terminated: (a) by mutual consent of the Purchaser and the Seller; (b) by the Purchaser (i) if there has been a breach of any of the Seller’s covenants or obligations contained in this Agreement, which would result in the failure of the condition set forth in Section 6.1(a), and which breach has not been cured within 30 days after the notice of such breach from the Purchaser, or (ii) subject to Section 5.4, if there has been a breach of any of the Seller’s representations and warranties contained in this Agreement, which would result in the failure of the condition set forth in Section 6.1(b); (c) by the Seller (i) if there has been a breach of any of the Purchaser’s covenants or obligations contained in this Agreement, which would result in the failure of the condition set forth in Section 6.2(a), and which breach has not been cured within 30 days after the notice of such breach from the Seller, or (ii) if there has been a breach of any of the Purchaser’s representations and warranties contained in this Agreement, which would result in the failure of the condition set forth in Section 6.2(b); (d) by either the Purchaser or the Seller if (i) any Governmental Authority of competent jurisdiction has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (e) by either party strictly in accordance with the terms of Section 5.4; or (f) by either the Purchaser or the Seller for any reason if the Closing has not occurred by the date that is ninety (90) days following the date of this Agreement, (ii) unless otherwise mutually agreed in writing by the U.S. Department of Justice provides written notice that it will not approveparties, or is withdrawing its prior approval of, such later date as 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 entry of the Proposed Final Judgment, as provided parties may agree in 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 sowriting; provided, however, that the right to a party cannot 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser provision if the Closing has not occurred (other than through the failure of the Purchaser Closing to comply fully with occur is the result of the failure on the part of such party to perform any of its obligations under this Agreement) on or before September 30, 2010; hereunder (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through except the failure on the part of such party to satisfy a closing condition over which such party has no control); provided, however, that such ninety (90)-day period will be tolled for an additional period to the Seller extent necessary for either party, as applicable, to comply fully with its obligations under this Agreementsatisfy the condition set forth in Section 6.1(c) on or before September 30Section 6.2(c), 2010as applicable (except in circumstances contemplated by Section 6.1(d) or 6.2(d)).

Termination Events. This Agreement may, by written notice given before or at the Closingnotice, be terminated: (a) by mutual consent Altisource U.S. or Altisource S.à ▇.▇., if a material breach of any provision of this Agreement has been committed by any Seller prior to the last to occur of the Purchaser Homeward Closing and the SellerBeltline Closing, and such breach has not been waived by the Altisource U.S. and Altisource S.à ▇.▇.; (b) by either the Purchaser or the Seller Representative, if (i) a material breach of any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect provision of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required has been committed by Section IV, T Altisource U.S. or Altisource S.à ▇.▇. prior to the last to occur of the Proposed Final Judgment or (iii) Homeward Closing and the U.S. Department of Justice Beltline Closing, and such breach has withdrawn its consent to not been waived by the entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orSeller Representative; (c) by Altisource U.S. and Altisource S.à ▇.▇., pursuant to Section 5.8; (d) by mutual consent of Altisource U.S., Altisource S.à ▇.▇. and the Purchaser Seller Representative prior to the last to occur of the Homeward Closing and the Beltline Closing; (e) by Altisource U.S. and Altisource S.à ▇.▇. if each of the Homeward Closing and the Beltline Closing has not occurred (other than through the failure of the Purchaser Altisource U.S. and Altisource S.à ▇.▇. to comply fully with its obligations under this Agreement) on or before September 30January 1, 2010; (d) by 2014, or such later date as the Purchaser upon the occurrence of a Material Adverse EffectParties may agree upon; or (ef) by the Seller Representative if each of the Homeward Closing and the Beltline Closing has not occurred (other than through the failure of the any Seller to comply fully with its respective obligations under this Agreement) on or before September 30January 1, 20102014, or such later date as the Parties may agree upon; provided that, to the extent one of the Closings has occurred, any termination pursuant to this Section 8.1 shall only be effective with respect to the obligations of the Parties to consummate the other Closing.

Termination Events. This Agreement may, by written notice given before or at may be terminated prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser Sellers and the SellerBuyer; (b) by either the Purchaser Sellers or the Seller Buyer, if the Closing shall not have occurred on or before August 31, 2008 (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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(b9.1(b) will shall not be available to any party whose action or failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, act has been the cause of or resulted in the failure of the Closing to occur on or before such date and such action or event described in failure to act constitutes a breach of this Section 7.1(b) occurring; orAgreement); (c) by either the Purchaser Sellers or the Buyer, if any Governmental Body of competent jurisdiction shall have issued a final, nonappealable injunction permanently enjoining or otherwise prohibiting the Closing has not occurred (other than through the failure consummation of the Purchaser to comply fully with its obligations under transactions contemplated by this Agreement) on or before September 30, 2010; (d) by the Purchaser upon Sellers, if the occurrence Buyer has breached any representation, warranty, covenant or agreement on the part of a Material Adverse Effect; orthe Buyer contained in this Agreement in any material respect, which breach would, individually or together with all such other then uncured breaches by the Buyer, constitute grounds for the conditions set forth in Section 8.1 or 8.2 not to be satisfied at the Closing Date and such breach is not cured within 15 Business Days after written notice thereof to the Buyer; (e) by the Seller Buyer, if the Closing has not occurred (other than through Sellers have breached any representation, warranty, covenant or agreement on the failure part of the Seller Sellers contained in this Agreement in any material respect, which breach would, individually or together with all such other then uncured breaches by the Sellers, constitute grounds for the conditions set forth in Section 7.1 or 7.2 not to comply fully with its obligations under this be satisfied at the Closing Date and such breach is not cured within 15 Business Days after written notice thereof to the Sellers; (f) by the Sellers if the Buyer is in material breach of the Marketing Agreement, which material breach is not cured within 15 Business Days after written notice thereof to the Buyer; or (g) on or before September 30by the Buyer if any of the Sellers are in material breach of the Marketing Agreement, 2010which material breach is not cured within 15 Business Days after written notice thereof to the Buyer.

Termination Events. This Agreement may, by written notice given before prior to or at the Closing, be terminated: (a) 11.1.1 by mutual consent of the Purchaser Acquiror and the SellerShareholders (acting jointly); 11.1.2 by the Acquiror, if any 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 (bother 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 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 any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 by the Acquiror or the Shareholders (acting jointly), 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 any Shareholder (in the case the Shareholders (acting jointly) seek to terminate this Agreement) to comply with their respective obligations under this Agreement, forty-five (45) days after the final mailing of the Schedule 14(f) Filing to the stockholders of the Acquiror (which mailing shall occur within two (2) 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"); 11.1.4 by either the Purchaser Acquiror or the Seller Shareholders (acting jointly), if (i) there shall have been entered a final, nonappealable order or injunction of any Governmental Authority has issued a nonappealable final Judgment restraining or taken any other nonappealable final action, in each case having prohibiting the effect consummation of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby; 11.1.5 by this Agreementthe Acquiror, (ii) if, prior to the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval ofClosing Date, the transactions contemplated by this Agreement as required by Section IVCompany or any Shareholder is in material breach of any representation, T warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Proposed Final Judgment or (iii) the U.S. Department date of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 sodefault served by the Acquiror claiming such breach; provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(b) will 11.1.5 shall not be available to the Acquiror if the Acquiror is in material 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 party whose failure to fulfill any material representation, warranty, covenant under this Agreement, including the obligations or agreement herein contained and such breach shall not be cured within 10 days of the Purchaser under Section 5.3date of notice of default served by the Shareholders claiming such breach or, has been if such breach is not curable within such 10 day period, such longer period of time as is necessary to cure such breach; provided, however, that the cause of or resulted in the action or event described in right to terminate this Agreement pursuant to this Section 7.1(b11.1.6 shall not be available to the Shareholders (acting jointly) occurringif any Shareholder is in material breach of this Agreement at the time notice of termination is delivered; or (c) 11.1.7 by the Purchaser if Acquiror, if, prior to the Closing has not occurred (Date, the Acquiror Board approves any merger, liquidation, recapitalization, consolidation or other than through business combination involving the failure Acquiror or the Acquiror Subsidiaries or any capital stock or any material portion of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure assets of the Seller 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 comply fully with its obligations the Acquiror's stockholders than the transactions contemplated by this Agreement and (ii) failure to take such action would constitute a breach of the fiduciary duties of the Acquiror Board under this Agreement) on or before September 30, 2010applicable Law.

Termination Events. This Agreement may, by written notice given before or at may be terminated prior to the Closing, be terminated: (a) by mutual written consent of the Purchaser and the Seller; (b) by either written notice from the Purchaser to the Seller, if there has been a breach of any representation, warranty, covenant or agreement by the Seller of the Sole Stockholder, or any such representation or warranty shall become untrue after the date hereof, such that the conditions in Section 6.1 and Section 6.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having fifteen (15) days after written notice thereof is given by the effect of permanently restraining, enjoining or otherwise prohibiting Purchaser to the transactions contemplated by this Agreement, Seller and (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; orExpiration Date; (c) by written notice from the Seller to the Purchaser, if there has been a breach of any representation, warranty, covenant or agreement by the Purchaser or Parent, or any such representation or warranty shall become untrue after the date hereof, such that the conditions in Section 7.1 and Section 7.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the Closing earlier of (i) fifteen (15) days after written notice thereof is given by the Seller to the Purchaser and (ii) the Expiration Date; (d) by written notice from the Purchaser to the Seller under the circumstances described in Section 5.11; (e) by written notice from the Purchaser to the Seller if any condition in Article VI has not occurred been satisfied as of thirty (30) days following the date specified for Closing in Section 8.1 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) and the Purchaser has not waived such condition on or before September 30, 2010such date; (df) by written notice from the Seller to the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing any condition in Article VII has not occurred been satisfied as of thirty (30) days following the date specified for Closing in Section 8.1 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of the Seller to comply fully with its obligations under this Agreement) and the Seller has not waived such condition on or before September 30such date; (g) by written notice by the Seller to the Purchaser or the Purchaser to the Seller, 2010as the case may be, in the event the Closing has not occurred on or prior to January 31, 2020 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the party to this Agreement seeking such termination.

Termination Events. This Agreement may, by written notice given before or at the Closing, be terminated: (a) by mutual consent 15.1 Each Supplier agrees that any of the following events as defined below (a “Termination Event”) shall give Purchaser and the Seller; (b) by either the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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(bor exercise other remedies provided in Article 16 below: (a) will not be available A Supplier becomes insolvent, becomes the subject of a voluntary or involuntary bankruptcy proceeding or any other form of winding up or liquidation proceeding, enters into any arrangement with creditors or otherwise is unable to any party whose failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurringpay its debts as they become due; or (cb) by the Purchaser if the Closing has not occurred (other than through the failure A Supplier fails to perform any of the Purchaser to comply fully with its obligations set forth in Sections 19 and 27 under this Agreement) on or before September 30, 2010;. (d) by 15.2 Purchaser agrees that Suppliers shall have the right to terminate this Agreement in the event Purchaser upon the occurrence fails to perform its payment obligations as set forth in Section 7 and such failure remains unremedied for fifteen days after written notice thereof shall have been given. 15.3 For any alleged material breach of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (this Agreement other than through those set forth in Sections 15.1 and 15.2 above, the failure Party alleging any such breach will provide the other Party notice in writing within thirty (30) days of the Seller conduct or action giving rise to comply fully the breach. That notice will specify the nature of the breach and the provision of this Agreement that is claimed to have been breached. Over the next thirty (30) days following delivery of such a notice, the Parties agree to meet and confer, either in person or otherwise, in good faith to resolve any disputed issues or agree on a course of action to resolve any issues. In the event the Parties are unable to mutually agree, either Party may submit the matter to binding arbitration in accordance with its obligations under this AgreementArticle 24 below. The Parties agree to mutually request that such arbitration proceedings be expedited with the intent of resolving any such dispute within forty-five (45) on or before September 30, 2010days of either Party’s request for arbitration.

Termination Events. This Agreement may, by written notice given before or at the Closing, may be terminatedterminated prior to Closing by: (a) by mutual consent the written agreement of the Purchaser Buyer and the Seller; (b) by either the Purchaser or the Seller if following (i) discovery of any Governmental Authority has issued a nonappealable final Judgment material inaccuracy of any representation or taken any other nonappealable final action, warranty of Buyer contained in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, or (ii) the U.S. Department any material breach of Justice any covenant of Buyer in this Agreement if such breach remains uncured ten days after Seller provides written notice that it will not approveto Buyer thereof; (c) Buyer following (i) discovery of any material inaccuracy of any representation or warranty of Seller contained in this Agreement, or is withdrawing its prior approval of, the transactions contemplated by (ii) any material breach of any covenant of Seller in this Agreement as required by Section IVif such breach remains uncured ten days after Buyer provides notice to Seller thereof; (d) Buyer or Seller if the Closing has not occurred on or prior to February 28, T of the Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as 2009; provided in 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 pursuant to this Section 7.1(b14.1(g) will shall not be available to any party whose breach of any provision of this Agreement results in the failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of Closing to occur on or resulted in the action or event described in this Section 7.1(b) occurring; orprior to such date; (ce) Seller if the Fairness Opinion is withdrawn; (f) Seller if the Seller Board shall have withdrawn its authorization and approval of this Agreement and the transactions contemplated hereby based upon receipt by the Purchaser Seller Board of an Acquisition Proposal; (g) Buyer if the (i) Seller Board shall have withdrawn its authorization and approval of this Agreement and the transactions contemplated hereby based upon receipt by the Seller Board of an Acquisition Proposal, and (ii) the Closing has not occurred on or prior to February 27, 2009; and (other than through h) Buyer if the failure Stockholder Approval has not been obtained within five (5) Business Days following (i) notification from the SEC that it has no comments (or no further comments) on the materials required to be distributed to the stockholders of Seller pursuant to the regulations of the Purchaser to comply fully with its obligations under this AgreementSEC, or (ii) on or before September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure expiration of the Seller to comply fully applicable waiting period following the initial filing of such materials with its obligations under this Agreement) the SEC without receipt of comments from the SEC on or before September 30, 2010such materials.

Termination Events. This Agreement may, by By written notice given before prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows: (a) by mutual consent Buyer, in the event EPB or Seller breaches any representation or warranty, or fails to perform any covenant contained in this Agreement, and such breach or failure to perform (i) individually or in combination with any other breach or failure to perform, would cause any condition set forth in Section 8.1 or Section 8.2 not to be satisfied, and (ii) is not cured (A) within 30 days following delivery of written notice of such breach or failure to perform from Buyer to EPB and Seller or (B) by the Purchaser and the SellerFinal Date, whichever is earlier; (b) by either EPB and Seller, in the Purchaser event Buyer breaches any representation or the Seller if warranty, or fails to perform any covenant contained in this Agreement, and such breach or failure to perform (i) individually or in combination with any other breach or failure to perform, would cause any condition set forth in Section 8.1 or Section 8.3 not to be satisfied, and (ii) is not cured (A) within 30 days following delivery of written notice of such breach from EPB to Buyer or (B) by the Final Date, whichever is earlier; (c) by Buyer or EPB and Seller, if any temporary, preliminary or permanent injunction or other Order has been issued since the date of this Agreement by any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having that prevents the effect consummation of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such Order has become final and non-appealable; (d) by Buyer or EPB and Seller, if the satisfaction of any of the conditions to such party’s obligation to close the transactions contemplated hereby as set forth in Article VIII becomes incapable of fulfillment on or prior to the Final Date (other than through the failure of the terminating party to comply with its obligations under this Agreement, in which case this Agreement may not be terminated by such party for such reason) and such party has not waived such condition on or before such date; (iie) by mutual consent of Buyer and EPB and Seller; or (f) by Buyer or EPB and Seller, if the U.S. Department of Justice provides written notice that it will Closing has not approveoccurred on or before the Final Date, or is withdrawing its prior approval of, such later date as 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 entry of the Proposed Final Judgment, as provided in 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 soparties may agree upon; provided, however, that the right to terminate this Agreement under this Section 7.1(b9.1(f) will shall not be available to any if the failure of the party whose failure so requesting termination to fulfill any material covenant obligation under this Agreement, including the obligations of the Purchaser under Section 5.3, has Agreement shall have been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser Closing to comply fully with its obligations under this Agreement) occur on or before September 30, 2010; (d) by prior to the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 2010Final Date.

Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may, by written notice given before or may be terminated and the Transaction abandoned at any time prior to the Closing, be terminatedClosing as follows: (a) by mutual written consent of the Purchaser Global and the SellerAEHC; (b) by AEHC if Global 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 (i) would result in the failure of a condition set forth in Section 4.1 or 4.2, and (ii) (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 AEHC 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; (c) by Global if AEHC 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 (i) would result in the failure of a condition set forth in Section 4.1 or 4.3, and (ii) (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 Global 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 either the Purchaser Global or the Seller AEHC if (i) any Governmental Authority has issued a of the conditions set forth in ARTICLE IV shall have become incapable of fulfillment due to (x) the final and nonappealable entry of any Order preventing or enjoining the Transaction or (y) the final Judgment and nonappealable entry of any Legal Restraint preventing the Transaction, or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of 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 entry of the Proposed Final Judgment, as provided in 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 Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser any Party seeking to terminate this Agreement to comply fully with its obligations and covenants under this Agreement) on or before March 31, 2012 (as such date is so extended, the “End Date”); provided, however, if either Party determines in good faith that additional time is necessary in order to obtain any approval for the Transaction required by any Governmental Authority, such Party may extend such date in ninety (90) day increments for purposes of securing such approval, provided, that no such extension shall extend to a date beyond September 30, 2010; (d) by the Purchaser upon the occurrence of a Material Adverse Effect; or (e) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 30, 20102012.

Termination Events. This Agreement may, by written By notice given before prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows: (a) by mutual consent Buyer if a material Breach of any provision of this Agreement has been committed by Seller or any Shareholder and such Breach has not been waived by Buyer; provided, however, that if any such Breach is curable by Seller or any Shareholder through the Purchaser exercise of reasonable efforts, then Buyer may not terminate this Agreement under this Section 9.1(a) prior to the end of a 30-day period following written notice of such Breach being given to Seller and each Shareholder, provided that Seller and each Shareholder, as applicable, continues to exercise reasonable efforts to cure such Breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 9.1(a) if such Breach has been cured prior to the Sellerend of such period); (b) by either the Purchaser or the Seller if (i) a material Breach of any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect provision of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required has been committed by Section IV, T of the Proposed Final Judgment or (iii) the U.S. Department of Justice Buyer and such Breach has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in 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 sonot been waived by Seller; provided, however, that if any such Breach is curable by Buyer through the right to exercise of reasonable efforts, then Seller may not terminate this Agreement under this Section 7.1(b9.1(b) will prior to the end of a 30-day period following written notice of such Breach being given to Buyer, provided that Buyer continues to exercise reasonable efforts to cure such Breach (it being understood that Seller may not be available terminate this Agreement pursuant to any party whose failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, 9.1(b) if such Breach has been cured prior to the cause end of or resulted in the action or event described in this Section 7.1(b) occurring; orsuch period); (c) by the Purchaser Buyer if the Closing any condition in Article 7 has not occurred been satisfied as of September 15, 2006 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of the Purchaser Buyer to comply fully with its obligations under this Agreement) ), and Buyer has not waived such condition on or before September 30, 2010such date; (d) by Seller if any condition in Article 8 has not been satisfied as of September 15, 2006 or if satisfaction of such a condition by such date is or becomes impossible (other than through the Purchaser upon the occurrence failure of a Material Adverse Effect; orSeller or Shareholders to comply with their obligations under this Agreement), and Seller has not waived such condition on or before such date; (e) by mutual consent of Buyer and Seller; (f) by Buyer if the Closing has not occurred on or before September 15, 2006, or such later date as the parties may agree upon, unless the Buyer is in material Breach of this Agreement; or (g) by Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before September 3015, 20102006, or such later date as the parties may agree upon, unless the Seller or any Shareholder is in material Breach of this Agreement.