Common use of Conditions Precedent to the Distribution Clause in Contracts

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretion): (a) JDSU shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (b) the Form 10 shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC; (c) the Information Statement shall have been mailed to holders of JDSU Common Stock as of the Record Date; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (e) the Holdings Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (f) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall be in effect; (g) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUNDC: (a) NDC's Board of Directors, in whole or in parta duly appointed committee thereof, shall, in its sole discretion): (a) JDSU shall , have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to established the effect that Record Date and the transactions contemplated Distribution Date and any appropriate procedures in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of connection with the CodeDistribution; (b) NDC and Global Payments shall have prepared, and NDC shall have mailed to the holders of NDC Common Stock, the Information Statement, which sets forth appropriate disclosure concerning Global Payments, the Distribution and any other appropriate matters. NDC and Global Payments shall have also prepared, and Global Payments shall have filed with the Commission, the Form 10, which shall have included the Information Statement. The Form 10 shall have been declared effective by the SEC, no stop order suspending Commission under the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECExchange Act; (c) NDC, as the Information Statement sole shareholder of Global Payments, shall have approved and adopted the Global Payments employee benefit plans contemplated by the Employee Benefits Agreement and NDC and Global Payments shall have prepared and filed with the Commission under the Securities Act any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of Global Payments contemplated by the Employee Benefits Agreement, including without limitation, a Form S-8 with respect thereto. Any such registration statements shall have been mailed declared effective by the Commission under the Securities Act. Nothing in this Section 3.01(c) shall require Global Payments to holders of JDSU Common Stock as of file with the Record Date;Commission any registration statements relating to any grantor trusts that may be contemplated by the Employee Benefits Agreement. (d) NDC and Global Payments shall have taken all actions and filings such action as may be necessary or appropriate under applicable federal, state or foreign the securities or “blue sky” Laws and sky laws of states or other political subdivisions of the rules and regulations thereunder shall have been taken and, where applicable, become effective United States in connection with the transactions contemplated by this Agreement or been acceptedany Ancillary Agreement; (e) the Holdings Global Payments Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNew York Stock Exchange, subject to official notice of issuance; (f) the Global Payments Board of Directors, as named in the Form 10, shall have been elected by NDC, as sole shareholder of Global Payments, and the Global Payments Articles and Global Payments Bylaws shall have been adopted and be in effect; (g) NDC shall have received a favorable ruling from the IRS that the Distribution will not be taxable to NDC or its stockholders pursuant to Section 355 of the Code; (h) Global Payments shall have entered into the Revolving Credit Agreement; (i) Global Payments (or its appropriate subsidiary) shall have performed fully its (or their) obligations under Section 2.02; (j) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall be in effect; (gk) no event or development all necessary regulatory approvals shall have occurred been received; and (l) NDC and Global Payments shall have each performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or shall exist that, in at the judgment time of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, SWBI in its sole discretion): (ai) JDSU the Transfer shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Codebeen consummated; (bii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the SECCommission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC; (c) Commission, and the Information Statement shall have been mailed to holders of JDSU the SWBI Common Stock as of the Record Date; (dvi) all actions and filings necessary or appropriate under applicable federal, state state, or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (evii) the Holdings AOUT Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNasdaq, subject to official notice of issuance; (fviii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no orderApplicable Law shall have been adopted, injunction promulgated, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions related thereto shall be in effectcontemplated hereby; (gxii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSUSWBI, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. . (b) Each of the foregoing conditions set forth in this Section 3.1(a) is for the sole benefit of JDSU SWBI and shall not give rise to or create any duty on the part of JDSU SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSUSWBI’s rights of termination as set forth in this AgreementSection 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by JDSU SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 3.1 shall be conclusive and binding on the partiesparties and all other affected Persons.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUAgilent, in whole or in part, in its sole discretion): (a) JDSU the Keysight Dividend Distribution contemplated by Section 3.1(d) shall have been paid to Agilent; (b) the Reorganization shall have been completed in accordance with the Plan of Reorganization; (c) Agilent shall have received an opinion of PricewaterhouseCoopers Xxxxx & XxXxxxxx LLP (“PwC”) to the effect that the transactions contemplated in this Agreement should transfer of the Keysight Assets and Keysight Liabilities to Keysight and the Distribution will qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (bd) the Form 10 filed with the SEC shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC; (c) SEC and the Information Statement shall have been mailed to holders of JDSU Agilent Common Stock Shares as of the Record Date; (de) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (ef) the Holdings Keysight Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNYSE, subject to official notice of issuance; (fg) each of the other Transaction Documents to be executed on or prior to the Distribution Date shall have been duly executed and delivered by the parties thereto; (h) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto thereto, including the Reorganization, shall be in effect; (gi) the Keysight Financing Transactions shall have been consummated, and Agilent shall have entered into a new credit facility on such terms and for such amount as may be acceptable to Agilent; and (j) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSUAgilent, in its sole discretion, makes it inadvisable to effect the Separation and Reorganization, the Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU Agilent and shall not give rise to or create any duty on the part of JDSU Agilent or its Board of Directors to waive or not to waive any such condition or to effect the Separation Reorganization and the Distribution, or in any way limit JDSUAgilent’s rights of termination set forth in this Agreement. Any determination made by JDSU Agilent prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to the Distribution. In no event shall Subject to Section 3.02, the Distribution occur unless each following are conditions to the consummation of the following Distribution. The conditions are for the sole benefit of L-3 and shall have been satisfied (not give rise to or waived by JDSU, in whole create any duty on the part of L-3 or in part, in its sole discretion):the Board of Directors of L-3 to waive or not waive any such condition. (a) JDSU shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (b) the The Form 10 shall have been declared effective by the SECCommission, no stop order suspending the effectiveness of the Form 10 thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by against the SEC; (c) Commission, the Information Statement shall have been mailed to the holders of JDSU L-3 Common Stock as of and all registration statements referred to under Section 3.01(b) shall have become effective under the Record DateSecurities Act; (db) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (e) the Holdings The Spinco Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNYSE, subject to official notice of issuancedistribution; (c) Prior to the Distribution Date, L-3 shall have obtained an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, its tax counsel, in form and substance satisfactory to L-3 (in its sole discretion), as to the satisfaction of certain conditions necessary for the Distribution, together with certain related transactions, to receive tax-free treatment under Section 355 of the Code; (d) Prior to the Distribution Date, L-3 shall have obtained a private letter ruling from the IRS in form and substance satisfactory to L-3 (in its sole discretion), and such ruling shall remain in effect as of the Distribution Date, to the effect, among other things, that the Distribution, together with certain related transactions, will be tax-free under Section 355 of the Code; (e) Prior to the Distribution Date, L-3’s Board of Directors shall have obtained opinions from a nationally recognized valuation firm, in form and substance satisfactory to L-3, with respect to the capital adequacy and solvency of Spinco; (f) no Any regulatory approvals and other consents necessary to consummate the Distribution or any portion thereof shall have been obtained and be in full force and effect; (g) No order, injunction or decree issued by any court Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect; (g) , and no other event or development outside the control of L-3 shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (h) No other events or developments shall exist have occurred or failed to occur prior to the Distribution Date that, in the judgment of L-3’s Board of Directors, would result in the Distribution having a material adverse effect on L-3 or its shareholders; (i) The financing transactions described in the Information Statement as having occurred prior to the Distribution shall have been consummated on or prior to the Distribution; (j) The transactions described in Section 2.01 shall have been completed, except for such steps as L-3 in its sole discretion shall have determined may be completed after the Effective Time; (k) L-3 shall have taken all necessary action, in the judgment of L-3’s Board of Directors, to cause Spinco’s Board of Directors to consist of the individuals identified in the Information Statement as directors of Spinco; (l) The Board of Directors of JDSUL-3 shall have authorized the Distribution, in which authorization may be given or withheld at its absolute and sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. ; and (m) Each of the foregoing conditions is for the sole benefit of JDSU and Ancillary Agreement shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made have been executed by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the partieseach party thereto.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied or, in the case of any condition other than the condition set forth in Sections 3.02(i), (or j) and (o) below, waived by JDSUPNX: (a) PNX’s Board of Directors or a duly appointed committee thereof, in whole or in partshall, in its sole discretion): (a) JDSU shall , have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to established the effect that Record Date and the transactions contemplated Distribution Date and any appropriate procedures in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of connection with the CodeDistribution; (b) the Form 10 all necessary regulatory approvals shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECreceived; (c) the Information Statement shall have been mailed to the holders of JDSU PNX Common Stock as of the Record DateStock; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder Form 10 shall have been taken and, where applicable, become effective or been acceptedunder the Exchange Act, and all registration statements referred to under Section 3.01(b) shall have become effective under the Securities Act; (e) the Holdings Spinco board of directors, as named in the Form 10, shall have been elected by PNX, as sole shareholder of Spinco, and the Spinco Articles and Spinco Bylaws shall have been adopted and be in effect; (f) the Spinco Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (fg) PNX and Spinco shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (h) PNX shall have received a solvency certificate from the chief financial officer of PNX, in form and substance satisfactory to PNX, regarding PNX after the Distribution; (i) Spinco shall have received a viability opinion, in form and substance satisfactory to PNX, regarding Spinco after the Distribution; (j) Spinco shall have established insurance arrangements with insurers of recognized financial responsibility for Policies in such amounts and covering such risks as is adequate for the conduct of the Spinco Business and the value of Spinco’s properties and as is customary for companies engaged in similar businesses in similar industries; (k) the transactions described in Section 2.01, including the PIMCO Transfer and the Xxxxxxx Transfer, shall have occurred; (l) no order, injunction injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall be in effect; (gm) no event PNX and Spinco shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or development at the time of the Distribution; (n) the Parties shall have occurred consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or shall exist that, in at the judgment time of the Board of Directors of JDSU, Distribution and are not specifically referred to in its sole discretion, makes it inadvisable to effect the Separation and Distribution this Agreement or the other transactions contemplated hereby. Each Ancillary Agreements identified in Sections 2.03(a) - (d); and (o) all members of the foregoing conditions is for the sole benefit of JDSU and Spinco Group shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior have been released from their obligations as guarantors with respect to the Distribution concerning the satisfaction guarantees listed or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding described on the partiesSchedule 3.02(o).

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or or, in the case of any condition other than the condition set forth in Section 3.02(q) below, waived by JDSUPEC: (a) PEC’s Board of Directors or a duly appointed committee thereof, in whole or in partshall, in its sole discretion): (a) JDSU shall , have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to established the effect that Record Date and the transactions contemplated Distribution Date and any appropriate procedures in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of connection with the CodeDistribution; (b) the Form 10 all necessary regulatory approvals shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECreceived; (c) the Information Statement shall have been mailed to the holders of JDSU PEC Common Stock as of the Record DateStock; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder Form 10 shall have been taken and, where applicable, become effective or been acceptedunder the Exchange Act, and all registration statements referred to under Section 3.01(b) shall have become effective under the Securities Act; (e) the Holdings Patriot Board of Directors, as named in the Form 10, shall have been elected by PEC, as sole shareholder of Patriot, and the Patriot Articles and Patriot Bylaws shall have been adopted and be in effect; (f) the Patriot Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNew York Stock Exchange, subject to official notice of issuance; (fg) PEC and Patriot shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (h) PEC shall have received a favorable private letter ruling from the IRS that the Contribution constitutes a reorganization pursuant to Section 368(a)(1)(D) of the Code and that the Distribution will not be taxable to PEC or its shareholders pursuant to Section 355 of the Code, and such ruling shall continue in effect; (i) Patriot shall have entered into the Patriot Revolving Credit Agreement; (j) PEC shall have received a tax opinion from Ernst & Young LLP, in form and substance satisfactory to PEC; (k) PEC shall have received a solvency opinion from Duff & Pxxxxx, in form and substance satisfactory to PEC, regarding Patriot after the Distribution; (l) Patriot shall have established insurance arrangements with insurers of recognized financial responsibility for Policies in such amounts and covering such risks as is adequate for the conduct of the Patriot Business and the value of Patriot’s properties and as is customary for companies engaged in similar businesses in similar industries; (m) the transactions described in Section 2.01 shall have occurred; (n) no order, injunction injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall be in effect; (go) no event PEC and Patriot shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or development at the time of the Distribution; (p) the Parties shall have occurred consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or shall exist that, in at the judgment time of the Board of Directors of JDSU, Distribution and are not specifically referred to in its sole discretion, makes it inadvisable to effect the Separation and Distribution this Agreement or the other transactions contemplated hereby. Each Ancillary Agreements identified in Sections 2.03(a) — (f); and (q) all members of the foregoing conditions is for the sole benefit of JDSU and Patriot Group shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior have been released from their obligations as guarantors with respect to the Distribution concerning the satisfaction guarantees listed or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding described on the partiesSchedule 3.02(q).

Conditions Precedent to the Distribution. In no event shall ---------------------------------------- the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUEquifax: (a) Equifax's Board of Directors or a duly appointed committee thereof, in whole or in partshall, in its sole discretion): (a) JDSU shall , have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to established the effect that Record Date and the transactions contemplated Distribution Date and any appropriate procedures in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of connection with the CodeDistribution; (b) the Form 10 all necessary regulatory approvals shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECreceived; (c) the Information Statement shall have been mailed to the holders of JDSU Equifax Common Stock as of the Record DateStock; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder Form 10 shall have been taken and, where applicable, become effective or been acceptedunder the Exchange Act, and all registration statements referred to under Section 3.01(b) shall have become effective under the Securities Act; (e) the Holdings Certegy Board of Directors, as named in the Form 10, shall have been elected by Equifax, as sole shareholder of Certegy, and the Certegy Articles and Certegy Bylaws shall have been adopted and be in effect; (f) the Certegy Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNew York Stock Exchange, subject to official notice of issuance; (fg) Equifax and Certegy shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (h) Equifax shall have received a favorable private letter ruling from the IRS that the Contribution constitutes a reorganization pursuant to Section 368(a)(1)(D) of the Code and that the Distribution will not be taxable to Equifax or its shareholders pursuant to Section 355 of the Code, and such ruling shall continue in effect; (i) Certegy shall have entered into the Certegy Revolving Credit Agreement; (j) the transactions described in Section 2.01 shall have occurred; (k) Certegy (or its appropriate subsidiary) shall have performed fully its (or their) obligations under Section 2.02; (l) no order, injunction injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall be in effect; (gm) no event Equifax and Certegy shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or development at the time of the Distribution; and (n) the parties shall have occurred consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or shall exist that, in at the judgment time of the Board of Directors of JDSU, Distribution and are not specifically referred to in its sole discretion, makes it inadvisable to effect the Separation and Distribution this Agreement or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or Ancillary Agreements identified in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the partiesSections 2.03(a) - (f).

Conditions Precedent to the Distribution. In no event shall Neither the Distribution occur nor the related transactions set forth in this Agreement or in any of the Ancillary Agreements will become effective unless each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in partParent, in its sole and absolute discretion):, at or before the Distribution Time: (a) JDSU shall have the private letter ruling from the Internal Revenue Service dated [___], 2009 and any supplemental rulings received an opinion before the date of PricewaterhouseCoopers LLP (“PwC”) to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described will continue to be in Sections 355(a) and 368(a)(1)(D) of the Codeeffect; (b) the Form 10 shall Parent will have been declared effective by the SEC, no stop order suspending received an opinion from Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP (which opinion will rely upon the effectiveness of any private letter ruling received from the Form 10 shall IRS), dated the Distribution Date, in form and substance acceptable to Parent substantially to the effect that, for U.S. federal income tax purposes, (i) the Distribution and certain transactions to be effected in effectconnection with the separation of Parent and Spinco qualify under Sections 355 and/or 368(a) of the Code, no proceedings and (ii) the Distribution and such transactions will qualify for such purpose shall be pending before or threatened by the SECtax-free treatment to Parent and to Spinco; (c) the Information Statement shall have been mailed to holders Distribution will not violate or result in a breach of JDSU Common Stock as of the Record Dateany Law or any material agreement; (d) all the Registration Statement will have become effective; (e) the actions and filings necessary or appropriate under applicable federal, federal or state or foreign securities or “laws and state blue sky” Laws and sky laws in connection with the rules and regulations thereunder shall Distribution will have been taken and, where applicable, become effective or been acceptedtaken; (ef) the Holdings Spinco Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (fg) no order, injunction or decree issued the Ancillary Agreements will have been executed and delivered by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation each of the Distribution or any of the transactions related parties thereto shall and no party will be in effectmaterial breach of any Ancillary Agreement; (gh) all consents required to be received or made before the Distribution may take place will have been received or made and be in full force and effect, and this Agreement and the Ancillary Agreements will not have been terminated and will not violate, conflict with or result in a breach (with or without the passage of time) of any Law or any material agreements of Parent; (i) no preliminary or permanent injunction or other order, decree, or ruling issued by a Governmental Authority, and no statute (as interpreted through orders or rules of any Governmental Authority duly authorized to effectuate the statute), rule, regulation or executive order promulgated or enacted by any Governmental Authority will be in effect preventing, or materially limiting the benefits of, the Distribution; (j) Spinco shall have established insurance arrangements with insurers of recognized financial responsibility for Policies in such amounts and covering such risks as is adequate for the conduct of the Spinco Business and the value of Spinco’s properties and as is customary for companies engaged in similar businesses in similar industries; and (k) No event or development shall have occurred or shall exist that, in the judgment of the Parent's Board of Directors of JDSUDirectors, in its sole discretion, makes it inadvisable to effect the Separation and reorganization, the Distribution or the any other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the partiestransaction related thereto.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUHP, in whole or in part, in its sole discretion): (a) JDSU the Reorganization shall have been completed in accordance with the Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution); (b) HP shall have received (i) a private letter ruling from the Internal Revenue Service and/or one (1) or more opinions of its external tax advisors, in each case, satisfactory to the Board of Directors of HP, regarding certain U.S. federal income tax matters relating to the Reorganization and related transactions and (ii) an opinion of PricewaterhouseCoopers LLP (“PwC”) to each of Wachtell, Lipton, Xxxxx & Xxxx and Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, regarding the effect that qualification of the transactions contemplated in this Agreement should qualify Contribution and the Distribution, taken together, as a transaction that is described in generally tax-free for U.S. federal income tax purposes under Sections 355(a) 355 and 368(a)(1)(D) of the Code; (bc) the Form 10 shall have been declared effective by the SEC, and no stop order suspending the effectiveness of the Form 10 shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the SEC; (c) SEC and the Information Statement shall have been mailed made available to holders of JDSU HP Common Stock Shares as of the Record Date; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (e) the Holdings Enterprise Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNYSE, subject only to official notice of issuance; (f) each of the other Transaction Documents to be executed on or prior to the Distribution Date shall have been duly executed and delivered by the parties thereto; (g) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto thereto, including the Reorganization, shall be in effect; (gh) an independent appraisal firm shall have delivered one (1) or more opinions to the Board of Directors of HP confirming the solvency and financial viability of HP before the consummation of the Distribution and each of HP and Enterprise after the consummation of the Distribution, and such opinions shall be acceptable to HP in form and substance in HP’s sole discretion, and such opinions shall not have been withdrawn, rescinded or modified in any respect; and (i) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSUHP, in its sole discretion, makes it inadvisable to effect the Separation and Reorganization, the Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU HP and shall not give rise to or create any duty on the part of JDSU HP or its Board of Directors to waive or not to waive any such condition or to effect the Separation Reorganization and the Distribution, or in any way limit JDSUHP’s rights of termination set forth in this Agreement. Any determination made by JDSU HP prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUSHC, in whole or in part, in its sole and absolute discretion): (a) JDSU the SHC Board shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to authorized and approved the effect that Separation and not withdrawn such authorization and approval, and shall have declared the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the CodeDistribution; (b) the Form 10 transactions contemplated by Article II (the “Internal Transactions”) shall have been declared effective by completed; (c) the SECLE Financing shall have been completed and the LE Cash Distribution shall have been paid to SHC; (d) the Registration Statement filed with the SEC shall have become effective, no stop order suspending the effectiveness of the Form 10 Registration Statement shall be in effect, effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (ce) the Information Statement shall have been mailed made available to holders of JDSU Common Stock shares of SHC common stock as of the Record Date; (df) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (eg) the Holdings LE Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (fh) each of the other Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (i) no order, injunction or decree issued by any court Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall be in effect, and no other event outside the control of SHC shall have occurred or failed to occur that prevents the consummation of the Distribution or the transactions related thereto; (gj) the SHC Board shall have received an opinion from an outside financial advisor confirming the solvency and financial viability of SHC before the Distribution and of each of SHC and LE after the Distribution, in each case, that is in form and substance acceptable to the SHC Board in its sole and absolute discretion; (k) the SHC Board shall have received an opinion from the law firm of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP as to the satisfaction of certain requirements necessary for the Distribution and certain related transactions to receive tax-free treatment under Sections 355, 368 and related provisions of the Code; (l) SHC and LE shall have taken all necessary action to cause the Board of Directors of LE to consist of the individuals identified in the Information Statement as directors of LE as of immediately following the Effective Time; (m) SHC and LE shall have taken all necessary action to enable SHC to assume operation, maintenance and administration of the LE Retiree Program as of or prior to the Effective Time in accordance with Section 7.6; (n) LE’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws shall be in effect; and (o) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSUSHC Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU SHC and shall not give rise to or create any duty on the part of JDSU SHC or its the SHC Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSUSHC’s rights of termination set forth in this Agreement. Any determination made by JDSU SHC prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 3.3 shall be conclusive and binding on the parties.

Conditions Precedent to the Distribution. In no event shall Neither the Distribution occur nor the related transactions set forth in this agreement or in any of the Ancillary Agreements will become effective unless each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in partSprint, in its sole and absolute discretion):, at or before the Distribution Time: (a) JDSU shall have the private letter ruling from the Internal Revenue Service dated July 20, 2005 and any supplemental rulings received an opinion before the date of PricewaterhouseCoopers LLP (“PwC”) this agreement will continue to the effect that the transactions contemplated be in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Codeeffect; (b) Sprint will have received an opinion from Cravath, Swaine & Xxxxx LLP and an opinion from Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, dated the Form 10 shall have been declared effective by Distribution Date, in each case in form and substance acceptable to Sprint to the SECeffect that, no stop order suspending for U.S. federal income tax purposes, (i) the effectiveness Contribution and the Distribution qualify as a “reorganization” under Section 368(a) of the Form 10 shall Code, (ii) Sprint and Embarq each will be in effecta party to that reorganization within the meaning of Code Section 368(b) and (iii) no gain or loss will be recognized under Code Sections 361 and 355 (and related provisions) on the Contribution, no proceedings for such purpose shall be pending before the Separation or threatened by the SECDistribution; (c) the Information Statement shall have been mailed to holders Distribution will not violate or result in a breach of JDSU Common Stock as of the Record Dateany Law or any material agreement; (d) the Form 10 will have become effective and the Information Statement will have been mailed to all holders of Sprint Common Stock; (e) the actions and filings necessary or appropriate under applicable federal, federal or state or foreign securities or “laws and state blue sky” Laws sky laws in connection with the Distribution and the rules issuance and regulations thereunder shall sale of the Notes will have been taken and, where applicable, become effective or been acceptedtaken; (ef) the Holdings New York Stock Exchange will have approved Embarq’s Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQlisting, subject to official notice of issuance; (fg) no order, injunction or decree issued the Ancillary Agreements will have been executed and delivered by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation each of the Distribution or any of the transactions related parties thereto shall and neither Party will be in material breach of any Ancillary Agreement; (h) all Consents required to be received or made before the Distribution may take place will have been received or made and be in full force and effect; (gi) no event preliminary or development shall permanent injunction or other order, decree, or ruling issued by a Governmental Authority, and no statute (as interpreted through orders or rules of any Governmental Authority duly authorized to effectuate the statute), rule, regulation or executive order promulgated or enacted by any Governmental Authority will be in effect preventing, or materially limiting the benefits of, the Distribution; and (j) the actions contemplated by Sections 2.01(b) and 2.01(c) will have occurred or shall exist that, in the judgment occurred. Each of the Board conditions set forth in this 3.04 is for the benefit of Directors of JDSUSprint and Sprint may, in its sole and absolute discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not determine whether to waive any such condition or to effect the Separation and Distributioncondition, in whole or in any way limit JDSU’s rights of termination set forth in this Agreementpart. Any determination made by JDSU prior to the Distribution Sprint concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall 3.04 will be conclusive and binding on the partiesParties. The satisfaction of the conditions will not create any obligation on the part of Sprint to Embarq or any other Person to effect the Recapitalization, the Separation, the Contribution or the Distribution or in any way limit Sprint’s right to terminate as set forth in Section 8.07 or alter the consequences of any termination from those specified in Section 8.07.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUHP, in whole or in part, in its sole discretion): (a) JDSU the Reorganization shall have been completed in accordance with the Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution); (b) HP shall have received (i) a private letter ruling from the Internal Revenue Service and/or one (1) or more opinions of its external tax advisors, in each case, satisfactory to the Board of Directors of HP, regarding certain U.S. federal income tax matters relating to the Reorganization and related transactions and (ii) an opinion of PricewaterhouseCoopers LLP (“PwC”) to each of Wachtell, Lipton, Xxxxx & Xxxx and Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, regarding the effect that qualification of the transactions contemplated in this Agreement should qualify Contribution and the Distribution, taken together, as a transaction that is described in generally tax-free for U.S. federal income tax purposes under Sections 355(a) 355 and 368(a)(1)(D) of the Code; (bc) the Form 10 shall have been declared effective by the SEC, and no stop order suspending the effectiveness of the Form 10 shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the SEC; (c) SEC and the Information Statement shall have been mailed to holders of JDSU HP Common Stock Shares as of the Record Date; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (e) the Holdings Enterprise Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNYSE, subject only to official notice of issuance; (f) each of the other Transaction Documents to be executed on or prior to the Distribution Date shall have been duly executed and delivered by the parties thereto; (g) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto thereto, including the Reorganization, shall be in effect; (gh) an independent appraisal firm shall have delivered one (1) or more opinions to the Board of Directors of HP confirming the solvency and financial viability of HP before the consummation of the Distribution and each of HP and Enterprise after the consummation of the Distribution, and such opinions shall be acceptable to HP in form and substance in HP’s sole discretion, and such opinions shall not have been withdrawn, rescinded or modified in any respect; and (i) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSUHP, in its sole discretion, makes it inadvisable to effect the Separation and Reorganization, the Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU HP and shall not give rise to or create any duty on the part of JDSU HP or its Board of Directors to waive or not to waive any such condition or to effect the Separation Reorganization and the Distribution, or in any way limit JDSUHP’s rights of termination set forth in this Agreement. Any determination made by JDSU HP prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to the Distribution. In no event shall the Distribution Declaration Date occur unless each of prior to such time as the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretion):waived: (a) JDSU The rulings contemplated by the Ruling Request shall have been granted in form and substance satisfactory to TRW in its sole discretion and such rulings shall be in full force and effect, or, alternatively, the Tax Opinion shall have been received an opinion of PricewaterhouseCoopers LLP (“PwC”) to by the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the CodeTRW Board; (b) all third party consents and approvals by Governmental Entities required in connection with the Form 10 transactions contemplated by this Agreement or the Ancillary Agreements shall have been declared effective by received, except where the SEC, no stop order suspending failure to obtain such consents or approvals would not have a material adverse effect on either (A) the effectiveness ability of the Form 10 shall be in effectparties to consummate the transactions contemplated by this Agreement or the Ancillary Agreements or (B) the business, no proceedings for such purpose shall be pending before financial condition or threatened by the SECresults of operations of TRW or TRW Automotive; (c) the Information Statement transactions contemplated by Article II and Exhibit A, including the transfers and related transactions as provided in Section 2.1 and Exhibit A, the settlement of intercompany arrangements as provided in Section 2.2 and the termination of guaranties and similar agreements as provided by Section 2.3, shall have been mailed consummated in all material respects, to holders of JDSU Common Stock as of the Record Dateextent required to be consummated prior to the Distribution; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws TRW Automotive and the rules and regulations thereunder TRW Automotive Subsidiaries shall have been taken and, where applicable, become effective or been acceptedno more than $ of Net Debt in the aggregate; (e) TRW shall be satisfied in its sole discretion with the Holdings Common Stock to be delivered treatment of the indebtedness of TRW and its Subsidiaries in connection with the Distribution Restructuring and the Distribution, including the allocation of such indebtedness between the TRW Group and the TRW Automotive Group; (f) the Debt Financing shall have been approved consummated; (g) the ASG Sale shall have been consummated in all material respects; (h) the TRW Automotive Common Stock shall have been authorized for listing on the NASDAQNYSE to the extent contemplated by this Agreement and by the Employee Matters Agreement, subject to official notice of issuance; (fi) the TRW Automotive Board, composed as contemplated by the Form S-1, shall have been duly elected or appointed; (j) the Form S-1 shall have been declared effective by the Commission and no order, injunction or decree stop order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related Commission with respect thereto shall be in effect; (gk) no event or development the Proxy Statement shall have occurred or been cleared by the Commission; (l) the Distribution shall exist that, have been approved by the holders of shares of TRW capital stock in accordance with the judgment OGCL; (m) the applicable parties shall have entered into each of the Ancillary Agreements and the transactions or actions contemplated by the Ancillary Agreements to be completed prior to the Distribution, if any, shall have been completed in all material respects; (n) the TRW Board of Directors of JDSUshall have received an opinion, addressed and satisfactory to the TRW Board in its sole discretion, makes it inadvisable from American Appraisal Associates, Inc. (or another independent solvency or appraisal firm selected by the TRW Board), and the TRW Board shall be otherwise satisfied in its sole discretion, as to matters relating to the solvency and adequacy of capital of TRW and TRW Automotive after, and giving effect to, the Separation and Distribution or the other transactions contemplated hereby. Each by this Agreement, the ASG Agreement, the TRW Automotive Equity Sale Agreement and the Ancillary Agreements, and as to the sufficiency of TRW’s surplus to permit the Distribution under the OGCL; and (o) no Action shall have been commenced and be pending to restrain or challenge the Distribution, and no inquiry shall have been received or threat made that in the reasonable judgment of the TRW Board may lead to such an Action. The foregoing conditions is are for the sole benefit of JDSU TRW and shall not give rise to or create any duty on the part of JDSU TRW or its the TRW Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, conditions or in any way limit JDSUTRW’s rights of termination set forth in this Agreement. Any determination made by JDSU the TRW Board prior to the Distribution Declaration Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 3.3 shall be conclusive and binding on the partiesconclusive.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUPEC: (a) PEC’s Board of Directors or a duly appointed committee thereof, in whole or in partshall, in its sole discretion): (a) JDSU shall , have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to established the effect that Record Date and the transactions contemplated Distribution Date and any appropriate procedures in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of connection with the CodeDistribution; (b) the Form 10 all necessary regulatory approvals shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECreceived; (c) the Information Statement shall have been mailed to the holders of JDSU PEC Common Stock as of the Record DateStock; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder Form 10 shall have been taken and, where applicable, become effective or been acceptedunder the Exchange Act, and all registration statements referred to under Section 3.01(b) shall have become effective under the Securities Act; (e) the Holdings Patriot Board of Directors, as named in the Form 10, shall have been elected by PEC, as sole shareholder of Patriot, and the Patriot Articles and Patriot Bylaws shall have been adopted and be in effect; (f) the Patriot Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNew York Stock Exchange, subject to official notice of issuance; (fg) PEC and Patriot shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (h) PEC shall have received a favorable private letter ruling from the IRS that the Contribution constitutes a reorganization pursuant to Section 368(a)(1)(D) of the Code and that the Distribution will not be taxable to PEC or its shareholders pursuant to Section 355 of the Code, and such ruling shall continue in effect; (i) Patriot shall have entered into the Patriot Revolving Credit Agreement; (j) PEC shall have received a tax opinion from Ernst & Young LLP, in form and substance satisfactory to PEC; (k) PEC shall have received a solvency opinion from Duff & Pxxxxx, in form and substance satisfactory to PEC, regarding Patriot after the Distribution; (l) Patriot shall have established insurance arrangements with insurers of recognized financial responsibility for Policies in such amounts and covering such risks as is adequate for the conduct of the Patriot Business and the value of Patriot’s properties and as is customary for companies engaged in similar businesses in similar industries; (m) the transactions described in Section 2.01 shall have occurred; (n) no order, injunction injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall be in effect; (go) no event PEC and Patriot shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or development at the time of the Distribution; and (p) the Parties shall have occurred consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or shall exist that, in at the judgment time of the Board of Directors of JDSU, Distribution and are not specifically referred to in its sole discretion, makes it inadvisable to effect the Separation and Distribution this Agreement or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or Ancillary Agreements identified in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the partiesSections 2.03(a) — (f).

Conditions Precedent to the Distribution. In no event shall Neither the Distribution occur nor the related transactions set forth in this Agreement or in any of the Ancillary Agreements will become effective unless each of the following conditions shall have been satisfied (satisfied, at or waived by JDSU, in whole or in part, in its sole discretion):before the Distribution Time: (a) JDSU shall NTELOS will have received either an opinion from Xxxxxxxx Xxxxxxx LLP, dated the Distribution Date, in form and substance acceptable to NTELOS or a private letter ruling from the Internal Revenue Service regarding the qualification of PricewaterhouseCoopers LLP (“PwC”) to the effect Distribution and related transactions as transactions that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and are generally tax free for U.S. federal income tax purposes under Section 355 and/or 368(a)(1)(D) of the Code; (b) the Form 10 shall have been declared effective by the SEC, no stop order suspending the effectiveness Distribution will not violate or result in a breach of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before any Law or threatened by the SECany material agreement; (c) the Form 10 will have become effective and the Information Statement shall will have been mailed to all holders of JDSU NTELOS Common Stock as of the Record DateStock; (d) all the actions and filings necessary or appropriate under applicable federal, federal or state or foreign securities or “laws and state blue sky” Laws and sky laws in connection with the rules and regulations thereunder shall Distribution will have been taken and, where applicable, become effective or been acceptedtaken; (e) the Holdings NASDAQ Stock Market will have approved Wireline’s Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQlisting, subject to official notice of issuance; (f) no order, injunction or decree issued the Ancillary Agreements will have been executed and delivered by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation each of the Distribution or any of the transactions related parties thereto shall and neither Party will be in effectmaterial breach of any Ancillary Agreement; (g) all Consents required to be received or made before the Distribution may take place set forth on Schedule 3.04(h) will have been received or made and be in full force and effect; (h) no event preliminary or development shall permanent injunction or other order, decree, or ruling issued by a Governmental Authority, and no statute (as interpreted through orders or rules of any Governmental Authority duly authorized to effectuate the statute), rule, regulation or executive order promulgated or enacted by any Governmental Authority will be in effect preventing, or materially limiting the benefits of, the Distribution; and (i) the actions contemplated by Section 2.01(c) will have occurred or shall exist that, in the judgment occurred. Each of the Board conditions set forth in this 3.04 is for the benefit of Directors of JDSUNTELOS and NTELOS may, in its sole and absolute discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not determine whether to waive any such condition or to effect the Separation and Distributioncondition, in whole or in any way limit JDSU’s rights of termination part, other than the conditions set forth in this Agreementsubsection (a). Any determination made by JDSU prior to the Distribution NTELOS concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall 3.04 will be conclusive and binding on the partiesParties. The satisfaction of the conditions will not create any obligation on the part of NTELOS to Wireline or any other Person to effect the Recapitalization, the Internal Transactions, the Separation, the Contribution or the Distribution or in any way limit NTELOS’ right to terminate as set forth in Section 8.07 or alter the consequences of any termination from those specified in Section 8.07.

Conditions Precedent to the Distribution. In no event The ---------------------------------------- Distribution shall be subject to, in the Distribution occur unless sole discretion of Columbia/HCA, the fulfillment or waiver of each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretion):conditions: (a) JDSU the Board of Directors of Columbia/HCA shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) declared the Distribution, established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Codeextent not provided for herein; (b) the Form 10 any necessary regulatory approvals shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECreceived; (c) the Information Statement LifePoint Form 10 and the Triad Form 10 each shall have become effective under the Exchange Act and no stop order shall have been mailed to holders of JDSU Common Stock as of entered, and no proceeding for that purpose shall have been initiated or threatened by the Record DateCommission with respect thereto; (d) all actions necessary permits, registrations and filings necessary or appropriate consents required under applicable federal, state or foreign the securities or “blue sky” Laws and sky laws of states or other political subdivisions of the rules and regulations thereunder United States of America in connection with the transactions contemplated by this Agreement shall have been taken and, where applicable, received or become effective or been acceptedeffective; (e) Columbia/HCA shall have elected or caused the Holdings election of the Board of Directors of LifePoint, as named in the LifePoint Form 10, and the LifePoint Certificate and the LifePoint By-laws shall be in effect; (f) Columbia/HCA shall have elected or caused the election of the Board of Directors of Triad, as named in the Triad Form 10, and the Triad Certificate and the Triad By-laws shall be in effect; (g) each of the LifePoint Common Stock to be delivered in and the Distribution Triad Common Stock shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (fh) no ordereach of the Ancillary Agreements shall have been executed and delivered by the parties thereto and shall be in full force and effect; (i) Columbia/HCA shall have received a private letter ruling from the IRS (in form and substance satisfactory to Columbia/HCA) to the effect that neither the Restructuring Transactions nor the Distribution will be taxable to Columbia/HCA or the stockholders of Columbia/HCA, injunction and in respect of such other matters as Columbia/HCA shall have deemed appropriate or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing desirable; (j) the Restructuring Transactions shall have been effected; and (k) consummation of the Distribution or any of the transactions related thereto shall be in effect; (g) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and hereby shall not give rise to be prohibited by Law and no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distributionentered, or in shall have threatened to enact, issue, promulgate or enter, any way limit JDSU’s rights statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which materially restricts, prevents or prohibits consummation of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the partiessuch transactions.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSU, in whole TMP or in part, in its sole discretion):shall have been satisfied: (a) JDSU there shall be no stop order in effect with respect to the Form 10 and no proceeding for that purpose shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to been instituted by the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the CodeCommission; (b) the Form 10 actions with respect to the securities or blue sky laws of states or other political subdivisions of the United States (and any comparable laws of any foreign jurisdiction) in connection with the transactions contemplated by this Agreement described in Section 2.12 shall have been declared effective by the SECtaken, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC; (c) the Information Statement shall have been mailed to holders of JDSU Common Stock as of the Record Date; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, have become effective or been accepted; (ec) the Holdings HHGI Common Stock to be delivered in the Distribution shall have been approved for listing admitted on the NASDAQNasdaq, subject to official notice of issuance; (d) TMP's Board of Directors shall be satisfied that the Distribution will be made out of surplus within the meaning of Section 170 of the General Corporation Law of the State of Delaware; (e) TMP's Board of Directors shall have received a solvency opinion with respect to HHGI; (f) TMP's Board of Directors shall not have abandoned, deferred or modified the Distribution at any time prior to the Distribution Date; (g) the Corporate Restructuring Transactions referred to in Section 2.01 of this Agreement, and the other transactions referred to in Section 2.08 of this Agreement (if any), shall have been effected; (h) each of the Ancillary Agreements and other agreements reasonably necessary or appropriate to consummate the Corporate Restructuring Transactions and the Distribution shall have been duly executed and delivered by the parties thereto; (i) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the other transactions related thereto contemplated by any of the Distribution Documents shall be in effect;; and (gj) no event or development any material governmental approvals and consents necessary to consummate the Distribution shall have occurred or been obtained and shall exist that, be in the judgment of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation full force and Distribution or the other transactions contemplated herebyeffect. Each of the The foregoing conditions is are for the sole benefit of JDSU TMP and shall not give rise to or create any duty on the part of JDSU TMP or its TMP's Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, conditions or in any way to limit JDSU’s TMP's rights of termination set forth in to terminate this AgreementAgreement pursuant to Section 8.11 hereof. Any determination made by JDSU the TMP Board of Directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 3.01 shall be conclusive and binding on the partiesconclusive.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUXxxxxx, in whole or in part, in its sole discretion): (a) JDSU each of the other Transaction Agreements shall have been duly executed and delivered by the parties thereto; (b) the Reorganization shall have been completed in accordance with the Plan of Reorganization; (c) Xxxxxx shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in form and substance satisfactory to the effect Xxxxxx, confirming, among other things, that the transactions contemplated in this Agreement should Reorganization and Distribution, together with certain related transactions, will qualify as a transaction that is described in tax-free to Xxxxxx, FCPT and holders of Xxxxxx Common Stock for U.S. federal income tax purposes under Sections 355(a355, 368(a)(1)(D) and 368(a)(1)(D) 361 and related provisions of the CodeCode (the "Tax Opinion"); (bd) the Form 10 boards of directors of Xxxxxx and FCPT shall have received solvency and surplus opinions from an independent financial advisory firm in connection with the Transactions, each in such form and substance as it shall deem necessary, appropriate or advisable; (e) the Registration Statement shall have been declared effective by the SEC, with no stop order suspending the effectiveness of the Form 10 shall be in effecteffect with respect thereto, and no proceedings for such purpose shall be pending before before, or threatened by by, the SEC; (c) , and the Information Statement shall have been mailed to holders of JDSU Xxxxxx Common Stock as of the Record Date or shall have been posted online with a notice of the availability thereof having been mailed to the holders of record of Xxxxxx Common Stock as of the Record Date; (df) such registration statements on Form S-8 or post-effective amendments thereto as are necessary and appropriate to register the equity awards contemplated by the Registration Statement to be available for granting to directors and employees of FCPT and Xxxxxx shall have been filed with the SEC and shall have become effective; (g) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “"blue sky” " Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (eh) the Holdings FCPT Common Stock to be delivered in the Distribution shall have been approved accepted for listing on the NASDAQNYSE, subject to official notice of issuancecompliance with applicable listing requirements; (fi) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto thereto, including the Reorganization, shall be threatened, pending or in effect; (gj) all Required Approvals shall have been obtained and be in full force and effect; (k) FCPT shall have entered into the financing transactions described in the Registration Statement or the Information Statement and contemplated to occur on or prior to the Distribution Date (collectively, the "Financing Arrangements"), and any required consents or amendments under any instrument to which Xxxxxx is a party shall have become effective and shall be in full force and effect, (l) FCPT shall have transferred to Xxxxxx or the applicable member of the Xxxxxx Group, no later than immediately prior to the Distribution, as contemplated by the Plan of Reorganization, all of the stock of FCPT; (m) Xxxxxx and FCPT shall each have taken all necessary action that may be required to provide for the adoption by FCPT of the Articles of Amendment and Restatement and the Amended and Restated Bylaws, and FCPT shall have filed the Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation; (n) at or prior to the Effective Time, Xxxxxx and FCPT shall have taken all actions as may be necessary to approve the stock-based employee benefit plans of FCPT in order to satisfy the applicable rules and regulations of NYSE; and (o) no other condition shall fail to be satisfied and no event or development shall have occurred or shall exist that, in the judgment of the Board board of Directors directors of JDSUXxxxxx, in its sole discretion, makes it inadvisable to effect the Separation and Distribution Transactions. Notwithstanding Section 3.1(d) or the any other transactions contemplated hereby. Each provision hereof, each of the foregoing conditions is for the sole benefit of JDSU Xxxxxx and shall not give rise to or create any duty on the part of JDSU Xxxxxx or its Board board of Directors directors to waive or not to waive any such condition or to effect the Separation Reorganization and the Distribution, or in any way limit JDSU’s Xxxxxx'x rights of termination set forth in this Agreement. Any determination made by JDSU Xxxxxx prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the partiesParties.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretion): (a) JDSU The following shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) be conditions to NL's obligation to effect the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code;Distribution: (bi) the Form 10 shall have been declared effective by the SECCommission, and no stop suspension, withdrawal or stop-order suspending the effectiveness of the Form 10 shall be in effect, effect with respect thereto and no proceedings proceeding for such that purpose shall be pending before or threatened have been instituted by the SECCommission; (cii) the Information Statement New York Stock Exchange shall have been mailed to holders of JDSU Common Stock as approved the listing of the Record Date; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (e) the Holdings Kronos Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQStock, subject to official notice of issuance; (fiii) the actions and filings with regard to state securities and blue sky laws of the United States (and any comparable law under any foreign jurisdiction) shall have been taken and, where applicable, have become effective or accepted; (iv) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint constraint or prohibition preventing the consummation of the Distribution or any of the transactions related thereto Transaction shall be in effect; (gv) all material Consents and Governmental Approvals necessary to consummate the Transaction shall have been obtained and be in full force and effect; (vi) the NL Board of Directors shall be satisfied that the Distribution is lawful under applicable state and federal law; (vii) the NL Board of Directors shall have approved the Distribution and have not abandoned or revoked the Distribution at any time before the completion of the Distribution; (viii) Kronos' amended and restated Certificate of Incorporation and Bylaws, in substantially the forms filed as exhibits to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) no event other events or development developments shall have occurred or shall exist subsequent to the date hereof that, in the judgment of NL, would result in the Board Distribution having an adverse effect on NL or on the shareholders of Directors of JDSU, NL; and (xi) this Agreement shall not have been terminated. (b) NL and Kronos shall cooperate and take all reasonable steps necessary or appropriate to cause the conditions set forth in its sole discretion, makes it inadvisable Section 2.5(a) (subject to Sections 2.4 and 2.5(a)(x)) to be satisfied and to effect the Separation and Distribution or on the other transactions contemplated hereby. Each of the Distribution Date, (c) The foregoing conditions is are for the sole benefit of JDSU NL and shall not give rise to or create any duty on the part of JDSU NL or its NL's Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, conditions or in any way limit JDSU’s rights of termination NL's right to terminate this Agreement as set forth in this AgreementSection 6.8. Any determination made by JDSU NL prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 2.5(a) shall be conclusive and binding on the partiesconclusive.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUthe Company, in whole or in part, in its sole discretiondiscretion (other than the condition set forth in Section 3.2(a), which, prior to the termination of the Merger Agreement, may not be waived without Xxxxxx Partner’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed): (a) JDSU the SEC shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (b) declared effective the Form 10 shall have been declared effective by the SEC10, no stop order suspending the effectiveness of the Form 10 shall be in effect, and no proceedings for such purpose purposes shall be pending before have been instituted or threatened by the SEC; (b) the Reorganization shall have been completed substantially in accordance with the Separation Step Plan (other than any steps that are expressly contemplated to occur at or after the Distribution); (c) the Information Statement actions set forth in Section 3.1(c)(ii) shall have been mailed to holders of JDSU Common Stock as of the Record Dateconsummated or satisfied; (d) all actions and filings necessary an independent appraisal firm shall have delivered one or appropriate under applicable federal, state or foreign securities or “blue sky” Laws more opinions to the Company Board confirming the solvency of SpinCo and the rules solvency and regulations thereunder surplus of the Company, in each case after giving effect to the consummation of the SpinCo Financing and the SpinCo Payment and the consummation of the Distribution (with the terms “solvency” and “surplus” having the meaning ascribed thereto under Delaware Law); and such opinions shall be reasonably acceptable to the Company in form and substance in the Company’s sole discretion; and such opinions shall not have been taken andwithdrawn, where applicable, become effective rescinded or been acceptedmodified in any respect materially adverse to the Company; (e) the Holdings Company shall have received the Distribution Tax Opinions from WLRK and the Company Accounting Firm, as applicable (provided that the condition in this Section 3.2(e) shall not apply with respect to any Distribution Tax Opinion to the extent that any such matters are addressed by an IRS Ruling); (f) the Company shall have received the IRS Ruling, and such IRS Ruling shall continue to be valid and in full force and effect; (g) the SpinCo Common Stock to be delivered distributed to the Company stockholders in the Distribution shall have been approved accepted for listing on the NASDAQNYSE, subject to official notice of issuancedistribution; (fh) no orderthe conditions set forth in Article VIII of the Merger Agreement (other than in Section 8.1(b) of the Merger Agreement) shall have been satisfied or validly waived, injunction or decree issued in each case other than those conditions that, by any court their nature, are to be satisfied substantially contemporaneously with the Distribution and/or the Merger; provided that such conditions are capable of competent jurisdiction or being satisfied at such time; and (i) Merger Partner shall have irrevocably confirmed to the Company that each condition in Section 8.1 and Section 8.3 of the Merger Agreement (other legal restraint or prohibition preventing consummation than in Section 8.1(b) thereof) to Merger Partner’s obligations to effect the Merger (i) has been satisfied, (ii) will be satisfied at the time of the Distribution and/or the Merger, or any of the transactions related thereto shall be in effect; (giii) no event subject to applicable Laws is or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated herebyhas been waived by Merger Partner. Each of the foregoing conditions is for the sole benefit of JDSU the Company and shall not give rise to or create any duty on the part of JDSU the Company or its the Company Board of Directors to waive or not to waive any such condition in this Agreement or to effect the Separation and DistributionMerger Agreement, or in any way limit JDSUthe Company’s rights of termination set forth in this Agreement or the Merger Agreement. Any determination made by JDSU prior to ; provided, however, that the Distribution concerning foregoing shall not limit the satisfaction or waiver of any or all of Company’s rights under the conditions set forth in this Section 3.2 shall be conclusive and binding on the partiesMerger Agreement.

Conditions Precedent to the Distribution. In no event shall ---------------------------------------- the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUEquifax: (a) Equifax's Board of Directors or a duly appointed committee thereof, in whole or in partshall, in its sole discretion): (a) JDSU shall , have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to established the effect that Record Date and the transactions contemplated Distribution Date and any appropriate procedures in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of connection with the CodeDistribution; (b) the Form 10 all necessary regulatory approvals shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECreceived; (c) the Information Statement shall have been mailed to the holders of JDSU Equifax Common Stock as of the Record DateStock; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder Form 10 shall have been taken and, where applicable, become effective or been acceptedunder the Exchange Act, and all registration statements referred to under Section 3.01(b) shall have become effective under the Securities Act; (e) the Holdings PSI Board of Directors, as named in the Form 10, shall have been elected by Equifax, as sole shareholder of PSI, and the PSI Articles and PSI Bylaws shall have been adopted and be in effect; (f) the PSI Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNew York Stock Exchange, subject to official notice of issuance; (fg) Equifax and PSI shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (h) Equifax shall have received a favorable private letter ruling from the IRS that the Contribution constitutes a reorganization pursuant to Section 368(a)(1)(D) of the Code and that the Distribution will not be taxable to Equifax or its shareholders pursuant to Section 355 of the Code, and such ruling shall continue in effect; (i) PSI shall have entered into the PSI Revolving Credit Agreement; (j) the transactions described in Section 2.01 shall have occurred; (k) PSI (or its appropriate subsidiary) shall have performed fully its (or their) obligations under Section 2.02; (l) no order, injunction injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall be in effect; (gm) no event Equifax and PSI shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or development at the time of the Distribution; and (n) the parties shall have occurred consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or shall exist that, in at the judgment time of the Board of Directors of JDSU, Distribution and are not specifically referred to in its sole discretion, makes it inadvisable to effect the Separation and Distribution this Agreement or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or Ancillary Agreements identified in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the partiesSections 2.03(a) - (f).

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretionas provided below): (a) JDSU shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (b) the Form 10 shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC; (c) the Information Statement shall have been mailed to holders of JDSU Common Stock as of the Record Date; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (e) the Holdings Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (f) no order, injunction or decree shall have been issued by any court of competent jurisdiction or other legal restraint or prohibition preventing to prevent consummation of the Distribution or any of the other transactions related thereto shall be in effectcontemplated by this Agreement; (gb) no event or development all necessary regulatory approvals and consents of Governmental Entities and other third-party Persons shall have occurred been received, except for any such approvals or consents the failure of which to obtain would not have a material adverse effect on the business, operations or condition (financial or otherwise) of either Parent or Subsidiary; (c) the Parent Board shall exist thatnot have reasonably determined in good faith that the Distribution would not be permitted under the Delaware General Corporation Law; and (d) Subsidiary shall have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form 10 for the purpose of registering the Subsidiary Common Stock under the Securities Exchange Act of 1934, as amended; and an information statement satisfying the requirements of Schedule 14A or Schedule 14C of the Securities Exchange Act of 1934, as amended, shall have been filed with the SEC and mailed to the Parent Shareholders. Parent shall use its best efforts, and shall cooperate with Subsidiary, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, appropriate or desirable to consummate and make effective, in the judgment of most expeditious manner practicable, the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation Distribution and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning including without limitation the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties3.03.

Conditions Precedent to the Distribution. In no event shall The obligation of the ---------------------------------------- parties hereto to consummate the Distribution occur unless shall be subject to each of the following conditions shall have been satisfied (or conditions, any of which may be waived by JDSU, in whole or in part, Waban in its sole discretion):: (a) JDSU shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that declaration by the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) Waban Board of the CodeDistribution; (b) the Form 10 shall have been declared effective conversion into Waban Common Stock or redemption for cash of Waban's 6.5% Convertible Subordinated Debentures due 2002 (the "Convertible Debentures") and, if the Convertible Debentures are redeemed, the closing of an equity offering by BJI to reduce the SEC, no stop order suspending indebtedness that Waban would incur to finance the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECredemption; (c) the Information Statement transactions contemplated by Article 2 hereof shall have been mailed to holders of JDSU Common Stock as of the Record Dateconsummated in all material respects; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws the BJI Common Stock and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (e) the Holdings Common Stock to be delivered in the Distribution BJI Rights shall have been approved for listing on the NASDAQNew York Stock Exchange, subject to official notice of issuance; (fe) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing BJI and Waban having entered into agreements with lenders to provide sufficient financing upon consummation of the Distribution Distribution; (f) the BJI Form 8-A shall have been declared or any of become effective and the transactions related thereto contemplated by this Agreement shall otherwise be in effect;compliance with all applicable federal and state securities laws; and (g) no event as of the Distribution Date, the private letter ruling previously received by Waban shall remain applicable or development Waban shall have occurred or shall exist that, in the judgment received a new private letter ruling of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable IRS with respect to effect the Separation and Distribution or the other transactions contemplated hereby. Each tax-free nature of the foregoing Distribution; provided, however, that the satisfaction of such conditions is for the sole benefit of JDSU and shall not give rise to or create any duty ----------------- obligation on the part of JDSU or its Board of Directors to waive or not to waive any such condition or Waban to effect the Separation and Distribution, Distribution or in any way limit JDSU’s rights Waban's power of termination set forth in this Agreement. Any determination made by JDSU prior to Section 7.8 hereof or alter the Distribution concerning the satisfaction or waiver consequences of any or all of the conditions set forth such termination from those specified in this said Section 3.2 shall be conclusive and binding on the parties7.8.

Conditions Precedent to the Distribution. In no event shall The obligation of the ---------------------------------------- parties hereto to consummate the Distribution occur unless shall be subject to each of the following conditions shall have been satisfied (or conditions, any of which may be waived by JDSU, in whole or in part, Waban in its sole discretion):: (a) JDSU shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that declaration by the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) Waban Board of the CodeDistribution; (b) the Form 10 shall have been declared effective conversion into Waban Common Stock or redemption for cash of all of Waban's 6.5% Convertible Subordinated Debentures due 2002 (the "Convertible Debentures") and, if applicable, the consummation of the transactions contemplated by the SEC, no stop order suspending standby agreement entered into in connection with the effectiveness call for redemption of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC;Convertible Debentures. (c) the Information Statement transactions contemplated by Article 2 hereof shall have been mailed to holders of JDSU Common Stock as of the Record Dateconsummated in all material respects; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws the BJI Common Stock and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (e) the Holdings Common Stock to be delivered in the Distribution BJI Rights shall have been approved for listing on the NASDAQNew York Stock Exchange, subject to official notice of issuance; (fe) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing BJI and Waban having entered into agreements with lenders to provide sufficient financing upon consummation of the Distribution Distribution; (f) the BJI Form 8-A shall have been declared or any of become effective and the transactions related thereto contemplated by this Agreement shall otherwise be in effect;compliance with all applicable federal and state securities laws; and (g) no event or development shall have occurred or shall exist that, in the judgment as of the Board of Directors of JDSUDistribution Date, in its sole discretion, makes it inadvisable the private letter ruling previously received by Waban from the IRS shall remain applicable with respect to effect the Separation and Distribution or the other transactions contemplated hereby. Each tax- free nature of the foregoing Distribution; provided, however, that the satisfaction of such conditions is for the sole benefit of JDSU and shall not give rise to or create any duty ----------------- obligation on the part of JDSU or its Board of Directors to waive or not to waive any such condition or Waban to effect the Separation and Distribution, Distribution or in any way limit JDSU’s rights Waban's power of termination set forth in this Agreement. Any determination made by JDSU prior to Section 7.8 hereof or alter the Distribution concerning the satisfaction or waiver consequences of any or all of the conditions set forth such termination from those specified in this said Section 3.2 shall be conclusive and binding on the parties7.8.

Conditions Precedent to the Distribution. In no event The ---------------------------------------- Distribution shall be subject to, in the Distribution occur unless sole discretion of Columbia/HCA, the fulfillment or waiver of each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretion):conditions: (a) JDSU the Board of Directors of Columbia/HCA shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) declared the Distribution, established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Codeextent not provided for herein; (b) the Form 10 any necessary regulatory approvals shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECreceived; (c) the Information Statement LifePoint Form 10 and the Triad Form 10 each shall have become effective under the Exchange Act and no stop order shall have been mailed to holders of JDSU Common Stock as of entered, and no proceeding for that purpose shall have been initiated or threatened by the Record DateCommission with respect thereto; (d) all actions necessary permits, registrations and filings necessary or appropriate consents required under applicable federal, state or foreign the securities or “blue sky” Laws and sky laws of states or other political subdivisions of the rules and regulations thereunder United States of America in connection with the transactions contemplated by this Agreement shall have been taken and, where applicable, received or become effective or been acceptedeffective; (e) Columbia/HCA shall have elected or caused the Holdings election of the Board of Directors of LifePoint, as named in the LifePoint Form 10, and the LifePoint Certificate and the LifePoint By-laws shall be in effect; (f) Columbia/HCA shall have elected or caused the election of the Board of Directors of Triad, as named in the Triad Form 10, and the Triad Certificate and the Triad By-laws shall be in effect; (g) each of the LifePoint Common Stock to be delivered in and the Distribution Triad Common Stock shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (fh) no ordereach of the Ancillary Agreements shall have been executed and delivered by the parties thereto and shall be in full force and effect; (i) Columbia/HCA shall have received a private letter ruling from the IRS (in form and substance satisfactory to Columbia/HCA) regarding the federal income tax treatment of the Restructuring Transactions and the Distribution, injunction and in respect of such other matters as Columbia/HCA shall have deemed appropriate or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing desirable; (j) the Restructuring Transactions shall have been effected; and (k) consummation of the Distribution or any of the transactions related thereto shall be in effect; (g) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and hereby shall not give rise to be prohibited by Law and no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distributionentered, or in shall have threatened to enact, issue, promulgate or enter, any way limit JDSU’s rights statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which materially restricts, prevents or prohibits consummation of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the partiessuch transactions.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUEATC UT, in whole or in part, in its sole and absolute discretion): (a) JDSU the EATC UT Board shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) authorized and approved the Separation and not withdrawn such authorization and approval, and shall have declared the distribution to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the CodeDistribution Agent; (b) the Form 10 transactions contemplated by Article II shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECcompleted; (c) the Information Statement shall have been mailed to holders of JDSU Common Stock as of the Record Date; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (ed) each of the Holdings Common Stock to be delivered in the Distribution other Related Agreements shall have been approved for listing on duly executed and delivered by the NASDAQ, subject to official notice of issuanceparties thereto; (fe) no order, injunction or decree issued by any court Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall be in effect, and no other event outside the control of EATC UT shall have occurred or failed to occur that prevents the consummation of the Distribution or the transactions related thereto; (f) EATC UT and EATC NV shall have taken all necessary action to cause the initial Board of Directors of EATC NV to take office as of immediately following the Effective Time; (g) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSUEATC UT Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU EATC UT and shall not give rise to or create any duty on the part of JDSU EATC UT or its the EATC UT Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSUEATC UT’s rights of termination set forth in this Agreement. Any determination made by JDSU EATC UT prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 3.2. shall be conclusive and binding on the parties.

Conditions Precedent to the Distribution. In no event The Distribution shall be conditioned on the Distribution occur unless each satisfaction of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretion):conditions: (a) JDSU Holding shall have received an opinion filed a registration statement with the Securities and Exchange Commission (the "Commission") on Form S-1 (the "Registration Statement"), and such amendments or supplements thereto as may be necessary in order to cause the same to become and remain effective, in order to register the Holding Shares under the Securities Act of PricewaterhouseCoopers LLP (“PwC”) to the effect that the transactions contemplated in this Agreement should qualify 1933, as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Codeamended; (b) the Form 10 The Registration Statement shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 Commission and there shall be no stop-order in effect, no proceedings for such purpose shall be pending before or threatened by the SECeffect with respect thereto; (c) The Exchange and the Information Statement Brighton Distribution shall have been mailed to holders of JDSU Common Stock as of the Record Dateoccurred; (d) all Not later than the Distribution Date, Holding shall have prepared and mailed to Interactive's common stockholders, such information concerning Holding and the Distribution and such other matters as Interactive determines upon advice of counsel are necessary or required by law; (e) All required actions and filings necessary or appropriate with regard to state securities and blue sky laws of the United States (and any comparable laws under applicable federal, state or any foreign securities or “blue sky” Laws and the rules and regulations thereunder jurisdictions) shall have been taken by Holding, and, where applicable, have become effective or been accepted, or Holding shall have been advised by counsel that any such action or filing not effective or accepted shall not be required; (ef) Interactive shall have obtained an opinion letter from its independent auditors to the effect that the Distribution will qualify as a tax free transaction under the Code, and no gain or loss will be recognized by (and no amount will otherwise be included in the income of) the Holdings Common Stock stockholders of Interactive upon their receipt of Holding Shares in the Distribution; (g) Any material governmental approvals and consents necessary to be delivered in consummate the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (f) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall obtained and be in full force and effect; (gh) no event No other events or development developments shall have occurred or shall exist subsequent to the date hereof that, in the judgment of the Board of Directors of JDSUInteractive, would result in its sole discretionthe Distribution having a material adverse effect on Interactive or on Interactive's stockholders; (i) No order, makes it inadvisable injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition shall be in effect so as to effect prevent the Separation and consummation of the Brighton Distribution, the Exchange or the Distribution or the any other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in by this Agreement. Any determination made by JDSU ; (j) Such other actions as the Parties may, based upon the advice of counsel, reasonably request to be taken prior to the Distribution concerning in order to assure the satisfaction or waiver of any or all successful completion of the conditions set forth in this Section 3.2 Distribution shall be conclusive and binding on the partieshave been taken; and (k) This Agreement shall not have been terminated.

Conditions Precedent to the Distribution. In no event shall Neither the Distribution occur nor the related transactions set forth in this agreement or in any of the Ancillary Agreements will become effective unless each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in partSprint, in its sole and absolute discretion):, at or before the Distribution Time: (a) JDSU shall have the private letter ruling from the Internal Revenue Service dated July 20, 2005 and any supplemental rulings received an opinion before the date of PricewaterhouseCoopers LLP (“PwC”) this agreement will continue to the effect that the transactions contemplated be in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Codeeffect; (b) Sprint will have received an opinion from Cravath, Swaine & Xxxxx LLP and an opinion from Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, dated the Form 10 shall have been declared effective by Distribution Date, in each case in form and substance acceptable to Sprint to the SECeffect that, no stop order suspending for U.S. federal income tax purposes, (i) the effectiveness Contribution and the Distribution qualify as a “reorganization” under Section 368(a) of the Form 10 shall Code, (ii) Sprint and Embarq each will be in effecta party to that reorganization within the meaning of Code Section 368(b) and (iii) no gain or loss will be recognized under Code Sections 361 and 355 (and related provisions) on the Contribution, no proceedings for such purpose shall be pending before the Separation or threatened by the SECDistribution; (c) the Information Statement shall have been mailed to holders Distribution will not violate or result in a breach of JDSU Common Stock as of the Record Dateany Law or any material agreement; (d) the Form 10 and the Form S-1 will have become effective and the Information Statement will have been mailed to all Record Holders of Sprint Common Stock; (e) the actions and filings necessary or appropriate under applicable federal, federal or state or foreign securities or “laws and state blue sky” Laws sky laws in connection with the Distribution and the rules issuance and regulations thereunder shall sale of the Notes will have been taken and, where applicable, become effective or been acceptedtaken; (ef) the Holdings New York Stock Exchange will have approved Embarq’s Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQlisting, subject to official notice of issuance; (fg) no order, injunction or decree issued the Ancillary Agreements will have been executed and delivered by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation each of the Distribution or any of the transactions related parties thereto shall and neither Party will be in material breach of any Ancillary Agreement; (h) all Consents required to be received or made before the Distribution may take place will have been received or made and be in full force and effect; (gi) no event preliminary or development shall permanent injunction or other order, decree, or ruling issued by a Governmental Authority, and no statute (as interpreted through orders or rules of any Governmental Authority duly authorized to effectuate the statute), rule, regulation or executive order promulgated or enacted by any Governmental Authority will be in effect preventing, or materially limiting the benefits of, the Distribution; and (j) the actions contemplated by Sections 2.01(b) and 2.01(c) will have occurred or shall exist that, in the judgment occurred. Each of the Board conditions set forth in this 3.04 is for the benefit of Directors of JDSUSprint and Sprint may, in its sole and absolute discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not determine whether to waive any such condition or to effect the Separation and Distributioncondition, in whole or in any way limit JDSU’s rights of termination set forth in this Agreementpart. Any determination made by JDSU prior to the Distribution Sprint concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall 3.04 will be conclusive and binding on the partiesParties. The satisfaction of the conditions will not create any obligation on the part of Sprint to Embarq or any other Person to effect the Recapitalization, the Separation, the Contribution or the Distribution or in any way limit Sprint’s right to terminate as set forth in Section 8.07 or alter the consequences of any termination from those specified in Section 8.07.

Conditions Precedent to the Distribution. In no event The Distribution shall be subject to, in the Distribution occur unless sole discretion of Columbia/HCA, the fulfillment or waiver of each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretion):conditions: (a) JDSU the Board of Directors of Columbia/HCA shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) declared the Distribution, established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Codeextent not provided for herein; (b) the Form 10 any necessary regulatory approvals shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECreceived; (c) the Information Statement LifePoint Form 10 and the Triad Form 10 each shall have become effective under the Exchange Act and no stop order shall have been mailed to holders of JDSU Common Stock as of entered, and no proceeding for that purpose shall have been initiated or threatened by the Record DateCommission with respect thereto; (d) all actions necessary permits, registrations and filings necessary or appropriate consents required under applicable federal, state or foreign the securities or “blue sky” Laws and sky laws of states or other political subdivisions of the rules and regulations thereunder United States of America in connection with the transactions contemplated by this Agreement shall have been taken and, where applicable, received or become effective or been acceptedeffective; (e) Columbia/HCA shall have elected or caused the Holdings election of the Board of Directors of LifePoint, as named in the LifePoint Form 10, and the LifePoint Certificate and the LifePoint By-laws shall be in effect; (f) Columbia/HCA shall have elected or caused the election of the Board of Directors of Triad, as named in the Triad Form 10, and the Triad Certificate and the Triad By-laws shall be in effect; (g) each of the LifePoint Common Stock to be delivered in and the Distribution Triad Common Stock shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (fh) no ordereach of the Ancillary Agreements shall have been executed and delivered by the parties thereto and shall be in full force and effect; (i) Columbia/HCA shall have received a private letter ruling from the IRS (in form and substance satisfactory to Columbia/HCA) regarding the federal income tax treatment of the Restructuring Transactions and the Distribution, injunction and in respect of such other matters as Columbia/HCA shall have deemed appropriate or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing desirable; (j) the Restructuring Transactions shall have been effected; and (k) consummation of the Distribution or any of the transactions related thereto shall be in effect; (g) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and hereby shall not give rise to be prohibited by Law and no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distributionentered, or in shall have threatened to enact, issue, promulgate or enter, any way limit JDSU’s rights statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which materially restricts, prevents or prohibits consummation of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the partiessuch transactions.

Conditions Precedent to the Distribution. In no event The Distribution shall be subject to, in the Distribution occur unless sole discretion of Alleghany, the fulfillment or waiver of each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretion):conditions: (a) JDSU Alleghany's Board of Directors, in its discretion, shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) declared the Distribution, established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Codeextent not provided for herein; (b) any necessary regulatory approvals shall have been received; (c) the Form 10 shall have been declared become effective by under the SEC, Exchange Act and no stop order suspending the effectiveness of the Form 10 shall be in effecthave been entered, and no proceedings proceeding for such that purpose shall be pending before have been initiated or threatened by the SEC; (c) the Information Statement shall have been mailed to holders of JDSU Common Stock as of the Record DateCommission with respect thereto; (d) all actions necessary permits, registrations and filings necessary or appropriate consents required under applicable federalthe insurance, state or foreign securities or “blue sky” Laws and sky laws of states or other political subdivisions of the rules and regulations thereunder United States in connection with the transactions contemplated by this Agreement shall have been taken and, where applicable, received or become effective or been acceptedeffective; (e) Chicago Title's Board of Directors, as named in the Holdings Form 10, shall have been elected by Alleghany, as sole stockholder of Chicago Title, and the Chicago Title Certificate and Chicago Title By-laws shall be in effect; (f) the Chicago Title Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNew York Stock Exchange, subject to official notice of issuance; (fg) the Tax Agreement shall have been executed and delivered by the parties thereto and shall be in full force and effect; (h) Alleghany shall have received a ruling from the Internal Revenue Service (in form and substance satisfactory to Alleghany) to the effect that, by reason of the applicability of Section 355 of the Code, the AAM Distribution will not be taxable to Alleghany and the Distribution will not be taxable to the stockholders of Alleghany; (i) the distribution of all of the CTLTC Common Stock by TCTC to AAM shall have been effected and, subsequent thereto, the distribution of all of the CTLTC Common Stock by AAM to CT&T shall have been effected and, subsequent thereto, the AAM Distribution shall have been effected and, subsequent thereto, the distribution by CT&T of all of the Non-Voting Preferred Stock, par value $12.50 per share, of TCTC to Alleghany shall have been effected; (j) consummation of the Distribution and the other transactions contemplated hereby shall not be prohibited by Law and no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated or entered, or shall have threatened to enact, issue, promulgate or enter, any statute, rule, regulation, executive order, decree, injunction or decree issued by any court of competent jurisdiction other order (whether temporary, preliminary or other legal restraint permanent) which materially restricts, prevents or prohibition preventing prohibits consummation of the Distribution or any transaction contemplated by this Agreement, it being understood and agreed that the parties hereto shall use all reasonable efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted as promptly as possible; and (k) Alleghany and Chicago Title and the members of their respective Groups shall have obtained all third-party consents and approvals, the transactions related thereto failure of which to obtain would, in the sole determination of Alleghany's Board of Directors, have a material adverse effect on the Alleghany Group or the Chicago Title Group, each taken as a whole, and such consents and approvals shall be in full force and effect; (g) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to the Distribution. In no event The Distribution shall be subject to, in the Distribution occur unless sole discretion of Alleghany, the fulfillment or waiver of each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretion):conditions: (a) JDSU Alleghany's Board of Directors, in its discretion, shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) declared the Distribution, established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Codeextent not provided for herein; (b) any necessary regulatory approvals shall have been received; (c) the Form 10 shall have been declared become effective by under the SEC, Exchange Act and no stop order suspending the effectiveness of the Form 10 shall be in effecthave been entered, and no proceedings proceeding for such that purpose shall be pending before have been initiated or threatened by the SEC; (c) the Information Statement shall have been mailed to holders of JDSU Common Stock as of the Record DateCommission with respect thereto; (d) all actions necessary permits, registrations and filings necessary or appropriate consents required under applicable federalthe insurance, state or foreign securities or “blue sky” Laws and sky laws of states or other political subdivisions of the rules and regulations thereunder United States in connection with the transactions contemplated by this Agreement shall have been taken and, where applicable, received or become effective or been acceptedeffective; (e) Chicago Title's Board of Directors, as named in the Holdings Form 10, shall have been elected by Alleghany, as sole stockholder of Chicago Title, and the Chicago Title Certificate and Chicago Title By-laws shall be in effect; (f) the Chicago Title Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNew York Stock Exchange, subject to official notice of issuance; (fg) no order, injunction or decree issued the Tax Agreement shall have been executed and delivered by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related parties thereto and shall be in full force and effect; (gh) no event or development Alleghany shall have occurred or shall exist received a ruling from the Internal Revenue Service (in form and substance satisfactory to Alleghany) to the effect that, in the judgment by reason of the Board applicability of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each Section 355 of the foregoing conditions is for Code, the sole benefit of JDSU AAM Distribution will not be taxable to Alleghany and shall the Distribution will not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior be taxable to the stockholders of Alleghany; (i) the CTLTC Distribution concerning shall have been effected and, subsequent thereto, the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 AAM Distribution shall be conclusive and binding on the parties.have been effected and, subsequent thereto,

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of (a) if at the Distribution Date the Ruling Request shall not have been granted in form and substance satisfactory to the Company in its sole discretion and be in full force and effect, or (b) prior to such time as the following conditions shall have been satisfied (or waived by JDSUor, in whole or in partto the extent permitted, in its sole discretion):waived: (ai) JDSU shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that all third party consents and governmental approvals required in connection with the transactions contemplated in hereby shall have been received, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (i) the ability of the parties to consummate the transactions contemplated by this Agreement should qualify as a transaction that is described in Sections 355(aor (ii) and 368(a)(1)(D) the business, financial condition or results of the Codeoperations of Safety or New Xxxxxx; (bii) the Form 10 shall have been declared effective by Distribution, the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC; (c) the Information Statement shall have been mailed to holders of JDSU Common Stock as of the Record Date; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws Combination Agreement and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; related transactions (eincluding the Merger) the Holdings Common Stock to be delivered in the Distribution shall have been approved by the holders of a majority of the outstanding shares of Company Common Stock at the Special Meeting; (iii) the transactions contemplated by Sections 2.01, 2.02, 2.05, 2.08, 2.09 and 2.10 shall have been consummated in all material respects, to the extent required to be consummated prior to the Distribution; (iv) the New Xxxxxx Common Stock shall have been authorized for listing on the NASDAQNYSE, subject to official notice of issuance; (fv) the New Xxxxxx Board, composed as contemplated by Section 6.01, shall have been elected by the Company, as sole stockholder of New Xxxxxx; (vi) the Form S-4 shall have been declared effective under the Securities Act by the Commission and no order, injunction or decree stop order suspending the effectiveness of the Form S-4 shall have been issued by any court the Commission and, to the knowledge of competent jurisdiction or the Company and New Xxxxxx, no proceeding for that purpose shall have been instituted by the Commission; (vii) the applicable parties shall have entered into each of the Ancillary Agreements; (viii) each condition to the Closing of the Merger and the Exchange Offer set forth in Article IX of the Combination Agreement, other legal restraint or prohibition preventing than with respect to consummation of the Distribution or any of and the transactions related thereto set forth in Article II hereof, shall be in effecthave been fulfilled or waived by the party for whose benefit such condition exists; (gix) no event or development the Company Board shall have occurred or shall exist be reasonably satisfied that, in after giving effect to the judgment of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior Article II hereof, (A) the Company will not be insolvent and will not have unreasonably small capital with which to engage in its businesses and (B) the Company's surplus would be sufficient to permit the Distribution concerning the satisfaction or waiver without violation of any or all Section 23-1-28-3 of the conditions set forth Indiana Business Corporation Law; and (x) the representations and warranties contained in Section 2.06 shall be true and correct. Neither the Company nor New Xxxxxx shall waive any condition contained in this Section 3.2 3.03 without the consent of Autoliv, which consent shall not be conclusive and binding on the partiesunreasonably withheld.

Conditions Precedent to the Distribution. In no event shall The obligation of the ---------------------------------------- parties hereto to consummate the Distribution occur unless shall be subject to each of the following conditions shall have been satisfied (or conditions, any of which may be waived by JDSU, in whole or in part, Waban in its sole discretion):: (a) JDSU shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that declaration by the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) Waban Board of the CodeDistribution; (b) the Form 10 shall have been declared effective conversion into Waban Common Stock or redemption for cash of all of Waban's 6.5% Convertible Subordinated Debentures due 2002 (the "Convertible Debentures") and, if applicable, the consummation of the transactions contemplated by the SEC, no stop order suspending standby agreement entered into in connection with the effectiveness call for redemption of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECConvertible Debentures; (c) the Information Statement transactions contemplated by Article 2 hereof shall have been mailed to holders of JDSU Common Stock as of the Record Dateconsummated in all material respects; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws the BJI Common Stock and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (e) the Holdings Common Stock to be delivered in the Distribution BJI Rights shall have been approved for listing on the NASDAQNew York Stock Exchange, subject to official notice of issuance; (fe) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing BJI and Waban having entered into agreements with lenders to provide sufficient financing upon consummation of the Distribution or any of the transactions related thereto shall be in effect; (g) no event or development shall have occurred or shall exist that, in the judgment of as determined by the Board of Directors of JDSU, in its sole discretion, makes it inadvisable Waban prior to effect the Distribution Date); Separation and Distribution Agreement (f) the BJI Form 8-A shall have been declared or become effective and the other transactions contemplated hereby. Each by this Agreement shall otherwise be in compliance with all applicable federal and state securities laws; and (g) as of the foregoing Distribution Date, the private letter ruling previously received by Waban from the IRS shall remain applicable with respect to the tax-free nature of the Distribution; provided, however, that the satisfaction of such conditions is for the sole benefit of JDSU and shall not give rise to or create any duty -------- ------- obligation on the part of JDSU or its Board of Directors to waive or not to waive any such condition or Waban to effect the Separation and Distribution, Distribution or in any way limit JDSU’s rights Waban's power of termination set forth in this Agreement. Any determination made by JDSU prior to Section 7.8 hereof or alter the Distribution concerning the satisfaction or waiver consequences of any or all of the conditions set forth such termination from those specified in this said Section 3.2 shall be conclusive and binding on the parties7.8.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUParent, in whole or in part, in its sole and absolute discretion): (a) JDSU HyperScale and ACC shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to authorized and approved the effect that Separation and not withdrawn such authorization and approval and shall have declared the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) Share Exchange and 368(a)(1)(D) of the Code;Distribution. (b) the Form 10 transactions contemplated by Article II (the "Internal Transactions") shall have been declared effective by completed. (c) the SECACC S-4 Registration Statement filed with the SEC shall have become effective, no stop order suspending the effectiveness of the Form 10 Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the SEC;. (cd) the Information Statement shall have been mailed made available to holders of JDSU shares of ACC Common Stock as of the Record Date;. (de) all actions and filings necessary or appropriate under applicable federal, state state, or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted;. (ef) the Holdings Common Stock to be delivered in the Distribution Agreement and Plan of Merger shall have been approved for listing on the NASDAQNASDAQ stock exchange, subject to official notice of issuance;. (fg) each of the other Related Agreements shall have been duly executed and delivered by the parties thereto. (h) no order, injunction or decree issued by any court Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution Exchange or any of Distribution, or the transactions related thereto shall be in effect;, and no other event outside the control of HyperScale shall have occurred or failed to occur that prevents the consummation of the Exchange and Distribution or the transactions related thereto. (gi) no HyperScale and ACC shall have taken all necessary action to cause the Board of Directors of ACC to consist of the HyperScale individuals identified in the Information Statement as directors immediately following the Effective Time. (j) ACC's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws shall be in effect; and (k) No event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSUHyperScale Board, in its sole and absolute discretion, makes it inadvisable to effect affect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU HyperScale and shall not give rise to or create any duty on the part of JDSU HyperScale or its the HyperScale Board of Directors to waive or not to waive any such condition or to effect affect the Separation and Distribution, or in any way limit JDSU’s HyperScale's rights of termination set forth in this Agreement. Any determination made by JDSU HyperScale prior to the Exchange and Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of (a) if at the Distribution Date the Ruling Request shall not have been granted in form and substance satisfactory to the Company in its sole discretion and be in full force and effect, or (b) prior to such time as the following conditions shall have been satisfied (or waived by JDSUor, in whole or in partto the extent permitted, in its sole discretion):waived: (ai) JDSU shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that all third party consents and governmental approvals required in connection with the transactions contemplated in hereby shall have been received, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (i) the ability of the parties to consummate the transactions contemplated by this Agreement should qualify as a transaction that is described in Sections 355(aor (ii) and 368(a)(1)(D) the business, financial condition or results of the Codeoperations of Safety or New Xxxxxx; (bii) the Form 10 shall have been declared effective by Distribution, the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC; (c) the Information Statement shall have been mailed to holders of JDSU Common Stock as of the Record Date; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws Combination Agreement and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; related transactions (eincluding the Merger) the Holdings Common Stock to be delivered in the Distribution shall have been approved by the holders of a majority of the outstanding shares of Company Common Stock at the Special Meeting; (iii) the transactions contemplated by Sections 2.01, 2.02, 2.05, 2.08, 2.09 and 2.10 shall have been consummated in all material respects, to the extent required to be consummated prior to the Distribution; (iv) the New Xxxxxx Common Stock shall have been authorized for listing on the NASDAQNYSE, subject to official notice of issuance; (fv) the New Xxxxxx Board, composed as contemplated by Section 6.01, shall have been elected by the Company, as sole stockholder of New Xxxxxx; (vi) the Form S-4 (to the extent required) shall have been declared effective under the Securities Act (or the Form 10 shall have been declared effective under the Exchange Act) by the Commission and no order, injunction stop order suspending the effectiveness of the Form S-4 (or decree the Form 10) shall have been issued by any court the Commission and, to the knowledge of competent jurisdiction or the Company and New Xxxxxx, no proceeding for that purpose shall have been instituted by the Commission; (vii) the applicable parties shall have entered into each of the Ancillary Agreements; (viii) each condition to the Closing of the Merger and the Exchange Offer set forth in Article IX of the Combination Agreement, other legal restraint or prohibition preventing than with respect to consummation of the Distribution or any of and the transactions related thereto set forth in Article II hereof, shall be in effecthave been fulfilled or waived by the party for whose benefit such condition exists; (gix) no event or development the Company Board shall have occurred or shall exist be reasonably satisfied that, in after giving effect to the judgment of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU prior Article II hereof, (A) the Company will not be insolvent and will not have unreasonably small capital with which to engage in its businesses and (B) the Company's surplus would be sufficient to permit the Distribution concerning the satisfaction or waiver without violation of any or all Section 23-1-28-3 of the conditions set forth Indiana Business Corporation Law; and (x) the representations and warranties contained in Section 2.06 shall be true and correct. Neither the Company nor New Xxxxxx shall waive any condition contained in this Section 3.2 3.03 without the consent of Autoliv, which consent shall not be conclusive and binding on the partiesunreasonably withheld.

Conditions Precedent to the Distribution. In no event shall the Distribution (whether effected as a Spin-Off or an Exchange Offer) occur unless each of the following conditions shall have been satisfied (or waived by JDSUthe Company, in whole or in part, in its sole discretiondiscretion (other than the condition set forth in Section 3.2(a), which prior to the termination of the Merger Agreement may not be waived without Parent’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed): (a) JDSU the Reorganization shall have received an opinion of PricewaterhouseCoopers LLP been completed substantially in accordance with the Separation Step Plan (“PwC”) other than those steps that are expressly contemplated to occur at or after the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the CodeDistribution); (b) the Form 10 actions set forth in Section 3.1(b)(ii) shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before consummated or threatened by the SECsatisfied; (c) the Information Statement an independent appraisal firm shall have been mailed delivered one or more opinions to holders the Board of JDSU Common Stock as Directors of the Record DateCompany confirming the solvency of SpinCo and the solvency and surplus of the Company, in each case after giving effect to the consummation of the Financing and/or Permanent Financing and the SpinCo Payment and the consummation of the Distribution (with the terms “solvency” and “surplus” having the meaning ascribed thereto under Delaware Law); and such opinions shall be acceptable to the Company in form and substance in the Company’s sole discretion; and such opinions shall not have been withdrawn, rescinded or modified in any respect adverse to the Company; (d) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder The Company shall have been taken andreceived the Distribution Tax Opinions from WLRK and EY, where as applicable, become effective to the extent the Distribution Tax Opinions address U.S. federal income or been acceptedSwiss income tax consequences (provided that the condition in this Section 3.2(d) shall not apply with respect to any Distribution Tax Opinion to the extent that any such matters are addressed by an IRS Ruling or ruling set forth in Schedule 3.2(f)); (e) The Company shall have received the Holdings Common Stock IRS Ruling in form and substance reasonably satisfactory to the Company (provided that such IRS Ruling shall not fail to be delivered satisfactory by reason of such IRS Ruling not containing (i) a Debt Exchange Ruling (as defined in the Distribution Merger Agreement) as long as it contains a satisfactory NQPS Ruling (as defined in the Merger Agreement) or (ii) an NQPS Ruling as long as it contains a satisfactory Debt Exchange Ruling), and such IRS Ruling shall have been approved for listing on the NASDAQ, subject continue to official notice of issuancebe valid and in full force and effect; (f) no orderThe Company shall have received the rulings set forth in Schedule 3.2(f), injunction or decree to the extent such rulings are issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto Swiss tax authorities, and such rulings shall continue to be valid and in full force and effect; (g) no event the conditions set forth in Article VIII of the Merger Agreement having been satisfied or development validly waived, including: (i) the satisfaction, or waiver by the Company and Parent, of the conditions set forth in Section 8.1 of the Merger Agreement; (ii) the satisfaction, or waiver by the Company, of the conditions set forth in Section 8.2 of the Merger Agreement; and (iii) the satisfaction, or waiver by Parent, of the conditions set forth in Section 8.3 of the Merger Agreement, in each case other than those conditions that, by their nature, are to be satisfied substantially contemporaneously with the Distribution and/or the Merger, provided that such conditions are capable of being satisfied at such time; (h) the conditions set forth in Section 2.5 of the Asset Purchase Agreement having been satisfied or validly waived, in each case other than those conditions that, by their nature, are to be satisfied substantially contemporaneously with the Distribution and/or the Merger, provided that such conditions are capable of being satisfied at such time; and (i) Parent shall have occurred or shall exist that, irrevocably confirmed to the Company that each condition in the judgment Article VIII of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable Merger Agreement to Parent’s obligations to effect the Separation and Distribution Merger (i) has been satisfied, (ii) will be satisfied at the time of the Distribution, or the other transactions contemplated hereby(iii) subject to applicable Laws, is or has been waived by Parent. Each of the foregoing conditions is for the sole benefit of JDSU the Company and shall not give rise to or create any duty on the part of JDSU the Company or its Board of Directors to waive or not to waive any such condition in this Agreement or to effect the Separation and DistributionMerger Agreement, or in any way limit JDSUthe Company’s rights of termination set forth in this Agreement or the Merger Agreement. Any determination made by JDSU prior to , provided, however, that the Distribution concerning foregoing shall not limit the satisfaction or waiver of any or all of Parties’ rights under the conditions set forth in this Section 3.2 shall be conclusive and binding on the partiesMerger Agreement.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSUSHC, in whole or in part, in its sole and absolute discretion): (a) JDSU the SHC Board shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to authorized and approved the effect that Separation and not withdrawn such authorization and approval, and shall have declared the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the CodeDistribution; (b) the Form 10 transactions contemplated by Article II (the “Internal Transactions”) shall have been declared effective by completed; (c) the SECLE Financing shall have been completed and the LE Cash Distribution shall have been paid to SRC; (d) the Registration Statement filed with the SEC shall have become effective, no stop order suspending the effectiveness of the Form 10 Registration Statement shall be in effect, effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (ce) the Information Statement shall have been mailed made available to holders of JDSU Common Stock shares of SHC common stock as of the Record Date; (df) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (eg) the Holdings LE Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (fh) each of the other Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (i) no order, injunction or decree issued by any court Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto shall be in effect, and no other event outside the control of SHC shall have occurred or failed to occur that prevents the consummation of the Distribution or the transactions related thereto; (gj) the SHC Board shall have received an opinion from an outside financial advisor confirming the solvency and financial viability of SHC before the Distribution and of each of SHC and LE after the Distribution, in each case, that is in form and substance acceptable to the SHC Board in its sole and absolute discretion; (k) the SHC Board shall have received an opinion from the law firm of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP as to the satisfaction of certain requirements necessary for the Distribution and certain related transactions to receive tax-free treatment under Sections 355, 368 and related provisions of the Code; (l) SHC and LE shall have taken all necessary action to cause the Board of Directors of LE to consist of the individuals identified in the Information Statement as directors of LE as of immediately following the Effective Time; (m) SHC and LE shall have taken all necessary action to enable SHC to assume operation, maintenance and administration of the LE Retiree Program as of or prior to the Effective Time in accordance with Section 7.6; (n) LE’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws shall be in effect; and (o) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSUSHC Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU SHC and shall not give rise to or create any duty on the part of JDSU SHC or its the SHC Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSUSHC’s rights of termination set forth in this Agreement. Any determination made by JDSU SHC prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 3.3 shall be conclusive and binding on the parties.

Conditions Precedent to the Distribution. In no event shall Neither the Distribution occur nor the related transactions set forth in this Agreement or in any of the Ancillary Agreements will become effective unless each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in partNTELOS, in its sole and absolute discretion):, at or before the Distribution Time: (a) JDSU shall have the private letter ruling from the Internal Revenue Service dated _______, 2011 and any supplemental rulings received an opinion before the date of PricewaterhouseCoopers LLP this Agreement (collectively, the “PwCPLR”) will continue to be in effect, in which the effect Internal Revenue Service ruled regarding the qualification of the Distribution and related transactions as transactions that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and are generally tax free for U.S. federal income tax purposes under Section 355 and/or 368(a)(1)(D) of the Code; (b) NTELOS will have received an opinion from Xxxxxxxx Xxxxxxx LLP, dated the Form 10 shall have been declared effective by Distribution Date, in form and substance acceptable to NTELOS regarding the SEC, no stop order suspending the effectiveness qualification of the Form 10 shall be in effect, no proceedings Distribution and related transactions as transactions that are generally tax free for such purpose shall be pending before or threatened by the SECU.S. federal income tax purposes; (c) the Information Statement shall have been mailed to holders Distribution will not violate or result in a breach of JDSU Common Stock as of the Record Dateany Law or any material agreement; (d) the Form 10 will have become effective and the Information Statement will have been mailed to all holders of NTELOS Common Stock; (e) the actions and filings necessary or appropriate under applicable federal, federal or state or foreign securities or “laws and state blue sky” Laws and sky laws in connection with the rules and regulations thereunder shall Distribution will have been taken and, where applicable, become effective or been acceptedtaken; (ef) the Holdings NASDAQ Stock Market will have approved Wireline’s Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQlisting, subject to official notice of issuance; (fg) no order, injunction or decree issued the Ancillary Agreements will have been executed and delivered by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation each of the Distribution or any of the transactions related parties thereto shall and neither Party will be in material breach of any Ancillary Agreement; (h) all Consents required to be received or made before the Distribution may take place set forth on Schedule 3.04(h) will have been received or made and be in full force and effect; (gi) no event preliminary or development shall permanent injunction or other order, decree, or ruling issued by a Governmental Authority, and no statute (as interpreted through orders or rules of any Governmental Authority duly authorized to effectuate the statute), rule, regulation or executive order promulgated or enacted by any Governmental Authority will be in effect preventing, or materially limiting the benefits of, the Distribution; and (j) the actions contemplated by Section 2.01(c) will have occurred or shall exist that, in the judgment occurred. Each of the Board conditions set forth in this 3.04 is for the benefit of Directors of JDSUNTELOS and NTELOS may, in its sole and absolute discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not determine whether to waive any such condition or to effect the Separation and Distributioncondition, in whole or in any way limit JDSU’s rights of termination set forth in this Agreementpart. Any determination made by JDSU prior to the Distribution NTELOS concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall 3.04 will be conclusive and binding on the partiesParties. The satisfaction of the conditions will not create any obligation on the part of NTELOS to Wireline or any other Person to effect the Recapitalization, the Internal Transactions, the Separation, the Contribution or the Distribution or in any way limit NTELOS’ right to terminate as set forth in Section 8.07 or alter the consequences of any termination from those specified in Section 8.07.