Common use of Effect of Termination Clause in Contracts

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect with no liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Parent, the part Company, any of their respective Subsidiaries or any of the officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any shareholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the except that (i) failure Section 6.2(b) and this Section 8.2 and Article IX shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party or this Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Parent nor the Company shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of any liability provision of this Agreement occurring prior to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (bi) If In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management of the Company or has been made directly to its shareholders generally or any person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to the Company and (A) thereafter this Agreement is terminated (i) by either Parent or the Company pursuant to Section 8.1(c) without the provisions Requisite Company Vote having been obtained (and all other conditions set forth in Sections 7.1 and 7.3 had been satisfied or were capable of Section 8.1(b)(i), Section 8.1(b)(iiibeing satisfied prior to such termination) or Section 8.1(b)(ii), but in the case of a termination (B) thereafter this Agreement is terminated by Parent pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence 8.1(d) as a result of a Takeover willful breach, and (C) prior to the date that is fifteen (15) months after the date of such termination, the Company enters into a definitive agreement, or consummates a transaction, with respect to an Acquisition Proposal (whether or not modified after it is first madethe same Acquisition Proposal as that referred to above), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to then the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal shall, on the earlier of the date it enters into such definitive agreement and (B) at any time on or prior to the 12-month anniversary date of consummation of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B)transaction, the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%)pay Parent, or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer of same day funds, a fee equal to $37,500,000 (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) “Termination Fee”); provided that for purposes of this Section 8.2(b), upon all references in the earlier definition of entering into such definitive agreement with respect Acquisition Proposal to a Takeover Proposal “25%” shall instead refer to “50%”. (ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(e), then the Company shall pay Parent, by wire transfer of same day funds, the Termination Fee on the date of termination. (iii) In the event that this Agreement is terminated by Parent or consummation the Company pursuant to Section 8.1(b) and the issuance of the order or the taking of the action by the applicable Governmental Entity under Section 8.1(b) is caused primarily by regulatory concerns related to Parent or its Subsidiaries, Parent shall, on the date of termination, pay to the Company, by wire transfer of same day funds, an amount equal to $2,000,000 (the “Expense Reimbursement”). (c) Notwithstanding anything to the contrary herein, but without limiting the right of Parent to recover liabilities or damages arising out of the Company’s fraud or willful and material breach of any provision of this Agreement, in the event that this Agreement is terminated as provided in Section 8.1, the maximum aggregate amount of monetary fees, liabilities or damages payable by the Company under this Agreement shall be equal to the Termination Fee, and the Company shall not be required to pay the Termination Fee on more than one occasion. (d) The parties acknowledge that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement, and that, without these agreements, neither party would enter into this Agreement; accordingly, if either party fails promptly to pay any amount due pursuant to this Section 8.2, and, in order to obtain such payment, the other party commences a suit which results in a judgment against such party for the Termination Fee or Expense Reimbursement, as applicable, the party failing to make such payment shall pay the costs and expenses of the other party (yincluding reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if either party fails to pay the amounts payable pursuant to this Section 8.2, then such party shall pay interest on such overdue amounts (for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” (as announced by JPMorgan Chase & Co. or any successor thereto) in effect on the date on which such payment was required to be made for the period commencing as of the date that such overdue amount was originally required to be paid. The amounts payable by the Company pursuant to Sections 8.2(b)(i) and 8.2(b)(ii) constitute liquidated damages and not a penalty, and, except in the case of clause (ii) fraud or willful and material breach of this Section 8.2(b)Agreement, prior to or concurrently with shall be the sole monetary remedy of Parent in the event of a termination of this Agreement specified in such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000sections.

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.1, this Agreement shall shall, to the fullest extent permitted by applicable Law, become void and of no force or effect with no without liability on the part of any party (or any shareholderstockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) the willful failure of either any party hereto to fulfill a condition to the performance of the material obligations of the other party parties hereto or (ii) the willful failure of either any party hereto to perform an agreement or a material covenant hereofapplicable to it, such party shall not be relieved of fully liable for any liability to and all liabilities and damages incurred or suffered by the other party as a result of such failure or breachfailure; provided provided, further, howeverthat: (a) if (i) either Parent or the Company terminates this Agreement pursuant to Section 8.1(c), that 8.1(d) or 8.1(f) and (ii) within 12 months after the provisions date of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination., the Company enters into or consummates a definitive agreement with respect to an Acquisition Proposal that is publicly disclosed or announced and not withdrawn prior to the Stockholders Meeting, within one Business Day after entering into such definitive agreement, the Company shall pay the applicable Company Termination Fee to, or as directed by, Parent by wire transfer of immediately available funds to one or more account(s) specified by Parent in writing, provided that, with respect to termination pursuant to Section 8.1(c), the Merger shall not have failed to have been consummated by the Outside Date as a result of any action taken by Parent, or Parent's failure to take any action; (b) If if Parent terminates this Agreement pursuant to Section 8.1(g), within two Business Days after the date of such termination, the Company shall pay the applicable Company Termination Fee to, or as directed by, Parent by wire transfer of immediately available funds to one or more account(s) specified by Parent in writing; (c) if the Company terminates this Agreement pursuant to Section 8.1(h), at or prior to the time of such termination, the Company shall pay the applicable Company Termination Fee to, or as directed by, Parent by wire transfer of immediately available funds to one or more account(s) specified by Parent in writing; (d) if the Company terminates this Agreement pursuant to Section 8.1(e) or 8.1(i), within two Business Days after the date of such termination, Parent shall pay 12,000,000 (the "Parent Termination Fee") in cash to, or as directed by, the Company by wire transfer of immediately available funds to one or more account(s) specified by the Company in writing, and, for the avoidance of doubt, the Parent Termination Fee shall be the exclusive remedy of the Company for breach of this Agreement by Parent; (e) if this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.1(c), Section 8.1(b)(iii8.1(d), 8.1(f), 8.1(g) or Section 8.1(b)(ii8.1(h), but in as the case may be, the Company shall pay to, or as directed by, Parent by wire transfer of a termination immediately available funds to one or more account(s) specified by Parent in writing, within three Business Days after the date of termination, all reasonable and documented out-of-pocket costs and expenses (including, the reasonable and documented fees and expenses of lawyers, accountants, consultants, financial advisors, and investment bankers), not to exceed $3,500,000 (which, such number shall be increased to $4,500,000 if this Agreement is not terminated pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or 8.1 prior to the 12-month anniversary date that is 60 days after the Effective Date) in the aggregate and incurred by Parent in connection with the entering into of such termination this Agreement and the Company or any performance of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated obligations hereunder (provided that solely for purposes of this Section 8.2(b)(i)(B)collectively, the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%"Parent Expenses"), or (ii) . If this Agreement is terminated by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c8.1(j), the Company shall pay to, or as directed by, Parent the Termination Fee by wire transfer (to an account designated by Parent) in of immediately available funds to one or more account(s) specified by Parent in writing Parent, within three Business Days after the date of termination, an amount equal to 50% of the Parent Expenses (xthe "Consent Termination Expenses"). The payment of expenses set forth in this Section 8.1(e) is not an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto (whether at law or in equity), and in no respect is intended by the parties hereto to constitute liquidated damages, or be viewed as an indicator of the damages payable, or in any other respect limit or restrict damages available in case of clause (i) any breach of this Agreement; and (f) each of the Company and Parent acknowledges that the agreements contained in this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation 8.2 are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement. In the event that the Company shall fail to pay the Company Termination Fee, Parent Expenses or the Consent Termination Expenses when due, Company shall reimburse Parent for all reasonable and document costs and expenses actually incurred or accrued by or on behalf of Parent (yincluding reasonable fees and expenses of counsel) in connection with the case of clause (ii) collection under and enforcement of this Section 8.2(b8.2(f), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either the Company or Parent as provided in Section 8.17.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of Parent, Merger Sub or the Company or their respective Subsidiaries, officers or directors, in either case, except (i) with respect to Sections 5.3(b) and 5.7, the second sentence of Section 5.14, this Section 7.2 and Article VIII, (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful and material breach by another party of any of its representations, warranties, covenants or agreements set forth in this Agreement, (iii) with respect to any damages incurred or any shareholdersuffered by the Company or its shareholders resulting from a breach by Parent or Merger Sub of Section 4.8 or (iv) the obligations of Parent and Merger Sub, directoron the one hand, officeror the Company, employeeon the other hand, agentto consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. (b) In the event that this Agreement is terminated: (i) by (A) Parent pursuant to Section 7.1(e) or (B) the Company pursuant to Section 7.1(f), consultant or representative then the Company shall pay to Parent, within two (2) Business Days following the date of such partytermination by Parent pursuant to clause (A), or prior to or concurrently with such termination by the Company pursuant to clause (B), a termination fee of $17,500,000 (the “Company Termination Fee”) to plus the amount of all reasonable and documented, out-of-pocket fees and expenses incurred or paid by or on behalf of Parent in connection with the Merger or the other party heretotransactions contemplated by this Agreement, including all reasonable fees and expenses of counsel, investment banking firms, accountants, experts and consultants to Parent and its affiliates (“Parent Transaction Expenses”); provided, however, that if such termination the Company shall result from not be obligated to pay Parent for Parent Transaction Expenses pursuant to this Section 7.2(b)(i) in excess of $2,000,000 in the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or aggregate; (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (iA) by (1) either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii7.1(b) or Section 8.1(b)(ii7.1(c) or (2) Parent pursuant to Section 7.1(g), but in (B) prior to the case of a termination pursuant to Section 8.1(b)(ii7.1(b), only if the applicable Final Order is based on Company Shareholder Meeting or the existence of a Takeover Proposal (whether breach or not modified after it is first madefailure to perform giving rise to Parent’s right to terminate under Section 7.1(g), and, in as the case of any termination under this clause (i)may be, (A) prior to such termination a Takeover an Acquisition Proposal involving the Company shall have been made known to the Company or its shareholders the Company Board or any Person publicly disclosed and, in each case, not withdrawn and (C) within 12 months after the termination of this Agreement, the Company shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters entered into a definitive agreement with respect to, or consummated, an Acquisition Proposal, then the Company shall pay to any Takeover Proposal Parent, within two (2) Business Days after the earlier of the date the Company enters into such definitive agreement or consummates such Acquisition Proposal, the transactions contemplated by any Takeover Proposal are consummated Company Termination Fee. For purposes of clause “(provided that solely for purposes C)” of this Section 8.2(b)(i)(B7.2(b)(ii), the term “Takeover Acquisition Proposal” shall have the meaning set forth assigned to such term in the definition of Takeover Proposal Section 8.4, except that all references to 10% percentages therein shall be deemed references changed to 30“50%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.”; or

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to Section 8.1this Article IX, the Merger shall be deemed abandoned and this Agreement shall forthwith become void and of no effect with no void, without liability on the part of any party hereto, except as expressly provided herein, and except that nothing herein shall relieve any party from liability for any breach of this Agreement (or any shareholderother than as set forth in Sections 9.2(b)(i), director, officer, employee, agent, consultant or representative of such party(ii) to the other party hereto; provided, however, that if such termination shall result from the and (iii)). (i) failure If the Company shall have terminated this Agreement pursuant to Section 9.1(d)(iv), or Celiant shall have terminated this Agreement pursuant to Section 9.1(e)(iii), then in any such case, Celiant shall promptly, but in no event more than two business days after the date of either party to fulfill such termination, pay the Company a condition termination fee of Fifty Million Dollars ($50,000,000); it being agreed by the parties that anything in this Agreement to the performance contrary notwithstanding, upon payment of such amount to the Company, all obligations and liabilities to the Company related to or arising under this Agreement (or otherwise contemplated hereby) by Celiant or any of its Stockholders, affiliates, successors or assigns, if any, shall automatically be released and the other party or Company agrees that it shall not make any claim in such regard. (ii) failure of either party to perform an agreement or covenant hereof, such party If Celiant shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If have terminated this Agreement is terminated pursuant to Section 9.1(e)(iv)(A) or (i) by either Parent or B), then the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii)shall promptly, but in no event later than two business days after the case date of such termination, pay Celiant a termination pursuant fee of Fifty Million Dollars ($50,000,000); it being agreed by the parties that anything in this Agreement to Section 8.1(b)(ii)the contrary notwithstanding, only if the applicable Final Order is based on the existence upon payment of a Takeover Proposal (whether such amount to Celiant, all obligations and liabilities to Celiant related to or not modified after it is first made), and, in the case of any termination arising under this clause Agreement (i), (Aor otherwise contemplated hereby) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination by the Company or any of its Subsidiaries enters into a definitive agreement with respect to affiliates, successors or assigns, if any, shall automatically be released and Celiant agrees that it shall not make any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated claim in such regard. (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (iiiii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), If the Company shall have terminated this Agreement pursuant to Section 9.1(d)(iii), then, if the Company so elects within five (5) business days of such termination, Celiant shall promptly, but in no event later than two business days after the date of such election, pay Parent the Termination Fee Company a termination fee of Fifty Million Dollars ($50,000,000), it being agreed by wire transfer the parties that anything in this Agreement to the contrary notwithstanding, upon payment of such amount to the Company, all obligations and liabilities to the Company related to or arising under this Agreement (or otherwise contemplated hereby) by Celiant or any of its Stockholders, affiliates, successors or assigns, if any, shall automatically be released and the Company agrees that it shall not make any claim in such regard; provided, further, that if the Company does not elect to an account designated by Parent) in immediately available funds (x) in the case of clause (i) require Celiant to pay a termination fee pursuant to this Section 9.2(b)(iii), Celiant shall not be relieved from any liability for any breach of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000Agreement.

Effect of Termination. (a) If Subject to Section 9.2(b), in the event of the termination of this Agreement is terminated pursuant to Section 8.19.1, this Agreement shall forthwith become null and void and of have no effect with no effect, without any liability on the part of Parent, Company MergerCo, Properties MergerCo, the Company or Properties or their respective affiliates or the directors, officers, employees, partners, managers, members or stockholders of any of the foregoing and all rights and obligations of any party (or any shareholderhereto shall cease, directorexcept for the indemnification and reimbursement obligations of Parent, officerCompany MergerCo and Properties MergerCo contained in Sections 1.6, employee3.3(d) and 7.10(b), agentthe Guarantee referred to in Section 4.8 and the agreements contained in Sections 7.4, consultant or representative of such party7.7(b) to the other party heretoand 7.10(c), this Section 9.2 and Article X; provided, however, that if such termination nothing contained in this Section 9.2(a) shall result relieve any party from the (i) failure liabilities or damages arising out of either party to fulfill a condition to the performance of the obligations of the other party any fraud or (ii) failure of either party to perform an agreement or covenant hereof, willful breach by such party shall not be relieved of any liability to the of its representations, warranties, covenants or other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, agreements contained in this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If The La Quinta Entities shall pay, or cause to be paid, to Parent by wire transfer of immediately available funds an amount equal to $75,000,000 (the “Termination Fee”) and reasonable documented Expenses of Parent, Company MergerCo and Properties MergerCo not to exceed $5,000,000 (the “Termination Expenses”): (i) if this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination Properties pursuant to Section 8.1(b)(ii9.1(c)(i), only in which case payment shall be made before or concurrently with such termination and shall be a condition to the effectiveness of such termination; (ii) if this Agreement is terminated by Parent pursuant to Sections 9.1(d)(i)(B), 9.1(d)(ii), 9.1(d)(iii), 9.1(d)(iv) or 9.1(d)(v), in which case payment shall be made within two Business Days of such termination; or (iii) if (A) an Acquisition Proposal shall have been made or proposed to either of the applicable Final Order Company or Properties or otherwise publicly announced (which has not been withdrawn), (B) this Agreement is based on terminated by any party pursuant to Sections 9.1(b)(i) or (iii), or by Parent, Company MergerCo or Properties MergerCo pursuant to Section 9.1(d)(i)(A) and (C) within 12 months following the existence date of such termination, either the Company or Properties enters into a Takeover Contract providing for the implementation of any Acquisition Proposal or consummates any Acquisition Proposal (whether or not modified after it is first madesuch Acquisition Proposal was the same Acquisition Proposal referred to in the foregoing clause (A)), and, in which case payment shall be made within two Business Days of the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to date on which either the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries Properties enters into a definitive agreement with respect to any Takeover Proposal such Contract or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for consummates such Acquisition Proposal, as applicable. For purposes of this Section 8.2(b)(i)(B)the foregoing clause (C) only, the term “Takeover Proposal” shall have the meaning set forth references in the definition of Takeover Proposal except that all references the term “Acquisition Proposal” to 10% the figure “15%” shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or be replaced by the Company pursuant to figure “50%”. (c) Each of the provisions of Section 8.1(c), parties hereto acknowledges that the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) agreements contained in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation 9.2 are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement. In the event that either the La Quinta Entities shall fail to pay the Termination Fee or any Termination Expenses when due, the La Quinta Entities shall reimburse Parent, Company MergerCo or Properties MergerCo for all reasonable costs and expenses actually incurred or accrued by them (yincluding reasonable fees and expenses of counsel) in connection with the case of clause (ii) collection under and enforcement of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,0009.2.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (or any shareholderParty hereto, directorexcept as provided in Section 6.6(b), officerthis Section 8.2, employeeSection 8.3 and Article IX, agent, consultant or representative of which shall survive such party) to the other party heretotermination; provided, however, that if nothing herein shall relieve any Party hereto of any liability for damages resulting from fraud or Willful Breach prior to such termination by any Party hereto (which the Parties acknowledge and agree shall result from be determined by a court of competent jurisdiction in accordance with Section 9.13 applying the governing Law in accordance with Section 9.9), in which case the aggrieved Party shall be entitled to all rights and remedies available at law or equity. The Parties acknowledge and agree that (i) failure nothing in this Section 8.2 shall be deemed to affect their right to specific performance under Section 9.12 and (ii) no termination of either party to fulfill a condition to the performance of this Agreement shall affect the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of Parties contained in the Confidentiality Agreement shall survive such terminationAgreement. (b) If In the event that: (i) this Agreement is terminated (ix) by the Company pursuant to Section 8.1(d)(ii) (Superior Proposal), (y) by Parent pursuant to Section 8.1(e)(ii) (Change of Recommendation), or (z) by either Parent or the Company pursuant to the provisions Section 8.1(f) (Company Requisite Vote) at a time when this Agreement was terminable by Parent pursuant to Section 8.1(e)(ii) (Change of Section 8.1(b)(iRecommendation), Section 8.1(b)(iiithen the Company shall pay $100,000,000 (the “Company Termination Fee”) to Parent (or Section 8.1(b)(iiits designee), but at or prior to the time of termination and as a condition to such termination in the case of a termination by the Company or as promptly as reasonably practicable in the case of a termination by Parent (and, in any event, within two Business Days following such termination), payable by wire transfer of immediately available funds; (ii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(b)(ii8.1(f) (Company Requisite Vote) or by Parent pursuant to Section 8.1(e)(i) (Breach), only if or by either Parent or the applicable Final Order Company pursuant to Section 8.1(c) (End Date) (other than in circumstances in which Parent is based on required to pay the existence Parent Termination Fee pursuant to Section 8.2(b)(iv)) and (A) at any time after the date of a Takeover this Agreement but prior to the date of the Stockholders Meeting (in the case of Section 8.1(f)), prior to the breach giving rise to such right of termination (in the case of Section 8.1(e)(i)) and prior to such termination (in the case of Section 8.1(c)), any Person shall have announced (which announcement in the case of Section 8.1(f)) must have been publicly made) an intention to make an Acquisition Proposal (whether or not modified after it is first madeconditional), andwhich, in the case of any termination under this clause (iSection 8.1(f), was not withdrawn at least three (A3) Business Days prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditionalStockholders Meeting) to make a Takeover Proposal and (B) at any time on or prior to within twelve (12) months after the 12-month anniversary of such termination Termination Date, (x) the Company or any of its Subsidiaries enters subsidiaries shall have entered into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover an Acquisition Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (iiy) by Parent pursuant to an Acquisition Proposal shall have been consummated involving the provisions Company or any of Section 8.1(dits subsidiaries (in each case of clause (x) or (y) whether or not involving the same Acquisition Proposal as that which was publicly announced), then in each case of clause (x) or by the Company pursuant to the provisions of Section 8.1(c), (y) the Company shall pay or cause to be paid to Parent (or its designee) the Company Termination Fee Fee, such payment to be made within two (2) Business Days from the earliest to occur of the foregoing events, payable by wire transfer (of immediately available funds to an account designated by Parent; provided, however, that, for purposes of this Section 8.2(b)(ii), references to “15%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”; (iii) this Agreement is terminated by either the Company or Parent pursuant to Section 8.1(f) (Company Requisite Vote) or by Parent pursuant to Section 8.1(e)(i) (Breach), then the Company shall promptly, but in no event later than two (2) days after being notified of such by Parent, pay to Parent (or its designee) all of the documented out-of-pocket expenses incurred by Parent or Merger Sub in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated by this Agreement up to a maximum amount of $15,000,000, payable by wire transfer of immediately available funds funds; provided, that any amounts paid under this Section 8.2(b)(iii) shall be credited (without interest) against any Company Termination Fee if paid to Parent (or its designee) pursuant to the terms of this Agreement; or (iv) this Agreement is terminated by Parent or the Company pursuant to (x) Section 8.1(b) (Legal Restraint) and the applicable Legal Restraint giving rise to such termination right is issued under or pursuant to any Antitrust Law or (y) Section 8.1(c) (End Date) and, in either case of clause (x) or (y), on the Termination Date the only conditions to closing set forth in Section 7.1 or Section 7.2 that have not been satisfied (other than those conditions that by their nature are to be satisfied at the Closing which conditions would be capable of being satisfied at the Closing if the Closing Date were on the Termination Date) are the conditions set forth in Section 7.1(b) (but only if the applicable Legal Restraint causing such condition not to be satisfied is issued under or pursuant to any Antitrust Law) or Section 7.1(c), then Parent shall pay $150,000,000 (the “Parent Termination Fee”) to the Company (or its designee) by wire transfer of immediately available funds, at or prior to the time of termination in the case of a termination by Parent, or as promptly as reasonably practicable (and, in any event, within two Business Days following such termination) in the case of clause a termination by the Company; provided, however, that Parent shall not be required to pay the Parent Termination Fee to the Company if (ix) the applicable Legal Restraint giving rise to such termination pursuant to Section 8.1(b) or (y) the failure of the conditions in Section 7.1(b) or Section 7.1(c), as applicable, to have been satisfied resulted from any breach by the Company of a covenant set forth in this Agreement. (c) The Parties acknowledge and hereby agree that in no event shall the Company be required to pay the Company Termination Fee or Parent be required to pay the Parent Termination Fee on more than one occasion. (d) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation 8.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if a Takeover ProposalParty fails to promptly pay any amount due pursuant to this Section 8.2, and the other Party commences a Proceeding that results in a judgment against the failing Party for the amount set forth in this Section 8.2 or a portion thereof, the failing Party shall pay to the other Party all fees, costs and expenses of enforcement (y) including attorney’s fees as well as expenses incurred in connection with any such action), together with interest on such amount or such portion thereof at the prime lending rate as published in the case Wall Street Journal, in effect on the date such payment is required to be made. (e) Notwithstanding anything to the contrary set forth in this Agreement, but subject to each Party’s rights expressly set forth in Section 9.12, each Party expressly acknowledges and agrees that, (i) if this Agreement is terminated by the Company pursuant to Section 8.1(d)(ii) (Superior Proposal) and the Company Termination Fee is paid to Parent or its designees, then the payment to Parent or its designees of clause the Company Termination Fee shall be the sole and exclusive remedy of Parent and Merger Sub for any loss suffered by Parent or Merger Sub as a result of a breach by the Company of its obligations under Section 6.1; and (ii) if the Parent Termination Fee is paid to the Company pursuant to this Agreement, then the payment to the Company or its designees of this the Parent Termination Fee shall be the sole and exclusive remedy of the Company for any loss suffered by the Company as a result of a breach by Parent or Merger Sub of its obligations under Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,0006.4.

Effect of Termination. In the event of the termination of this Agreement in accordance with this Article 9: (a) If this Agreement is terminated pursuant to Section 8.1, this Agreement shall forthwith become null and void (except for this Section 9.2, Section 6.10, and Article 11, each of which shall survive such termination and remain valid and binding obligations of the Parties in accordance with their terms); and (b) upon such termination of this Agreement, subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no effect with no liability Liability of any kind on the part of any party (Parent, Merger Sub, the Financing Sources, or the Company or any shareholderof Parent’s, directorMerger Sub’s, officerthe Financing Sources’, employeeor the Company’s former, agentcurrent or future Affiliates, consultant Representatives, officers, directors, direct or representative of such party) to indirect general or limited partners, equityholders, stockholders, controlling Persons, managers or members, agent or assignees under, in respect of, or in connection with this Agreement or the other party heretotransactions contemplated hereby; provided, however, that if that, except as set forth in the surviving provisions of this Agreement, termination pursuant to this Article 9 shall not relieve any Party from such Liability for any Intentional Breach of this Agreement prior to such termination shall result from or for fraud. (c) In the event that (i) failure of this Agreement has been terminated by either party the Company or Parent pursuant to fulfill a condition to the performance of the obligations of the other party Section 9.1(b) or Section 9.1(c) and (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of conditions set forth in Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.1(a), Section 8.1(b)(iii) or Section 8.1(b)(ii8.1(b), or in Section 8.1(c) (in the case of any restraint arising out of any suit, action or proceeding brought by any Governmental Authority in respect of or under any Antitrust Law) have not been satisfied as of the date of such termination but all other conditions to Closing set forth in Section 8.2 and Section 8.3 shall otherwise have been satisfied (other than those conditions that by their nature are to be satisfied at Closing, but which conditions would have been satisfied if the Closing Date were the date of such termination), then concurrently with such termination (in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal by Parent) or within three business days following such termination (whether or not modified after it is first made), and, in the case of any a termination under this clause (iby the Company), (A) prior to such termination a Takeover Proposal Parent shall have been made known to reimburse the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) for the Company’s Antitrust Transaction Expenses, by wire transfer of immediately available funds to make a Takeover Proposal and (B) at any time on or prior bank account provided to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c)(and, in any event, after the Company provides Parent with an invoice for such amount and related documentation); provided that in no event shall pay Parent the Termination Fee by wire transfer be required to reimburse any Antitrust Transaction Expenses in excess of One Million Dollars (to an account designated by Parent) in immediately available funds (x$1,000,000) in the case of clause (i) of aggregate. The Parties acknowledge that the agreements contained in this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation 9.2(c) are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement, and (y) in that, without these agreements, none of the case of clause (ii) Parties would enter into this Agreement. For the purposes of this Section 8.2(b9.2(c), prior “Antitrust Transaction Expenses” means all of the Company’s fees and expenses, including attorneys’ and other consultants’ fees, related to the HSR filing and other filings required under the Antitrust Laws specified in Section 4.6 of the Company Disclosure Schedule, and responding to any requests for information made by any Governmental Authority, including the FTC or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000the DOJ.

Effect of Termination. (a) If Except as provided in this Section 8.2, in the event of the termination of this Agreement pursuant to Section 8.1, this Agreement (other than this Section 8.2 and Sections 5.1(c), 8.3 and Article IX, each of which shall survive such termination) will forthwith become void, and there will be no liability on the part of any Party or any of their respective officers or directors to any other Party and all rights and obligations of each Party will cease, except that nothing herein will relieve any Party (for this purpose, the Company shall have responsibility for any CSE Holder breach) from liability for any willful breach, prior to termination of this Agreement in accordance with its terms, of any representation, warranty, covenant or agreement contained in this Agreement; provided, however that in circumstances in which the Termination Fee is payable pursuant to Section 8.2(b), such fee (together with interest thereon as provided in Section 8.2(b) and attorneys’ fees as provided in Section 9.1, in each case to the extent applicable) shall be the sole and exclusive remedy of the Company, the CSE Holders and their Affiliates with respect thereto and with respect to the termination of this Agreement and any breach by Buyer in such circumstances. (b) In the event that this Agreement is terminated pursuant to Section 8.1, 8.1(c) or is terminated by Buyer pursuant to Section 8.1(d) at a time when the Company could have terminated this Agreement pursuant to Section 8.1(c), Buyer shall become void promptly (and of no effect with no liability on the part of in any party event within ten (or any shareholder, director, officer, employee, agent, consultant or representative of 10) days following such partytermination) pay an amount equal to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition Termination Fee to the performance Company. The Parties agree that the Termination Fee is intended to compromise any dispute over the damage that the Company, the CSE Holders and any of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party their Affiliates would suffer as a result of such failure or breach; provided further, howevera termination, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions it is a reasonable measure of the Confidentiality Agreement shall survive damage the Company, the CSE Holders and any such termination. (b) If Affiliates would actually suffer and is in no respect whatsoever a penalty. Payment of the Termination Fee is in lieu of damages to which the Company, the CSE Holders and any of their Affiliates would be entitled as a result of Buyer’s breach of this Agreement is terminated (i) or any other document contemplated by either Parent or the Company pursuant this Agreement and, to the provisions extent paid, is the sole and exclusive remedy of Section 8.1(b)(i)the Company, Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of CSE Holders and their Affiliates for a termination of this Agreement pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of 8.1(c) or pursuant to Section 8.1(d) at a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to time when the Company or its shareholders or could have terminated this Agreement pursuant to Section 8.1(c) (and for any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of Buyer’s breach in such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(Bcircumstances). The Company, the term “Takeover Proposal” shall have CSE Holders and Buyer acknowledge that the meaning set forth agreement contained in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation ) is an integral part of the transactions contemplated by a Takeover Proposalthis Agreement and that without this agreement, the Company, the CSE Holders and (y) in Buyer would not have entered into this Agreement. The Company shall be entitled to interest on the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal , at the Overnight Money Market rate as published by the bank used by Buyer to $200,000,000invest overnight funds, for the period commencing on the date that is ten (10) days following the date of such termination and ending on the date that the Termination Fee is paid.

Effect of Termination. (a) If In the event of the termination and abandonment of this Agreement is terminated pursuant to Section 8.1this Article IX, this Agreement shall forthwith become void and of have no effect with no effect, without any liability on the part of any party (hereto or any shareholderits Affiliates, directordirectors, officerofficers or stockholders, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that than the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof 9.5 and the provisions of the Confidentiality Agreement shall survive such terminationArticle X, Section 7.5(e) and Section 7.14. (b) If In the event of termination of this Agreement is terminated prior to consummation of the transactions contemplated hereby: (i) by Parent pursuant to Section 9.3(ii); (ii) by the Company pursuant to Section 9.4(iii); (iii) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii9.2(ii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company Board makes a Board Recommendation Change; (iv) by either Parent or its shareholders the Company pursuant to Section 9.2(ii) if prior to such termination any proposal or any Person shall have offer for an Acquisition Proposal made after the date hereof has been publicly announced an intention or otherwise disclosed and not publicly withdrawn within five (whether or not conditional5) to make a Takeover Proposal and (B) at any time on or Business Days prior to the 12-month anniversary of such termination Stockholders Meeting, the Company or any Board has not made a Board Recommendation Change and within twelve (12) months after the termination of its Subsidiaries this Agreement the Company enters into a definitive agreement with respect to any Takeover Proposal Alternative Transaction or the transactions contemplated by consummates any Takeover Proposal are consummated Alternative Transaction; or (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (iiv) by either Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to Section 9.2(iii) if prior to such termination any proposal or offer for an Acquisition Proposal made after the provisions date hereof has been publicly announced or otherwise disclosed and within twelve (12) months after the termination of Section 8.1(c), this Agreement the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering enters into such a definitive agreement with respect to a Takeover Proposal any Alternative Transaction or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.consummates any Alternative Transaction,

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (or any shareholderParty hereto, directorexcept as provided in Section 6.7(b), officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.66.9, this Section 8.2, Article IX Section 8.3 and Article X hereof and the provisions IX, each of the Confidentiality Agreement which shall survive such termination (which damages the Parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and in the case of any damages sought by the Company from Parent or Merger Sub, including for any Willful Breach, such damages can be based on the damages incurred by the Company’s shareholders in the event such shareholders would not receive the benefit of the bargain negotiated by the Company on their behalf as set forth in this Agreement); provided that, except to the extent set forth in Section 8.2(f), nothing herein shall relieve any Party hereto of any liability for damages resulting from Willful Breach of this Agreement prior to such termination. The Parties acknowledge and agree that nothing in this Section 8.2 shall be deemed to affect their right to specific performance under Section 9.12. (b) If In the event that: (i) this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.1(d)(ii), or by Parent pursuant to Section 8.1(b)(iii) or Section 8.1(b)(ii8.1(e)(ii), but then the Company shall pay $130,000,000 (the “Company Termination Fee”) to Parent, at or prior to such termination in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether 8.1(d)(ii) or not modified as promptly as reasonably practicable after it is first made), and, such termination in the case of a termination pursuant to Section 8.1(e)(ii) (and, in any event, within one (1) Business Day following such notice of termination under this clause (ipursuant to Section 8.1(e)(ii)), payable by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(c) (but only if the Company Shareholders Meeting has not been held prior to such date) or Section 8.1(f) or is terminated by Parent pursuant to Section 8.1(e)(i) and (A) at any time after the date of this Agreement and prior to such termination a Takeover an Acquisition Proposal shall have been made known to the Company, or to the Company Board of Directors or its shareholders shareholders, or any Person an Acquisition Proposal shall have otherwise become publicly announced an intention (whether or not conditional) to make a Takeover Proposal known, and (B) at any time on or prior to the within twelve (12-month anniversary of ) months after such termination termination, the Company or any of its Subsidiaries enters shall have entered into a definitive agreement with respect to any Takeover an Acquisition Proposal or shall have consummated an Acquisition Proposal, then, in the transactions contemplated event that the actions described in both clauses (A) and (B) above occur, the Company shall pay to Parent the Company Termination Fee, such payment to be made within two (2) Business Days following the earlier of the entry into such agreement in respect of, or consummation of, an Acquisition Proposal by any Takeover Proposal are consummated (provided that solely for purposes wire transfer of immediately available funds. For the purpose of this Section 8.2(b)(i)(B8.2(b)(ii), the term “Takeover Proposal” shall have the meaning set forth all references in the definition of Takeover the term Acquisition Proposal except that all to “20% or more” will be deemed to be references to 10% “more than 50%”. Any Expenses previously paid by the Company to Parent pursuant to Section 8.3 shall be deemed references credited toward, and offset against, the payment of the Company Termination Fee. (c) In the event that (i) this Agreement is terminated by the Company pursuant to 30%Section 8.1(d)(iii), or (ii) (A) this Agreement is terminated by (x) Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to Section 8.1(b) (if, and only if, the provisions of applicable Legal Restraint giving rise to such termination arises in connection with the Required Regulatory Approvals) or pursuant to Section 8.1(c), or (y) the Company pursuant to Section 8.1(d)(i) based on a failure by Parent to perform its covenants or agreements under Section 6.5, (B) at the time of such termination, any of the conditions set forth in Section 7.1(c) or, solely in connection with the Required Regulatory Approvals, Section 7.1(b), shall have not been satisfied and (C) (1) Parent is in breach of its obligations pursuant to Section 6.5 (a “Parent Regulatory Covenant Breach”), (2) the Company has notified Parent promptly (and in any event no later than five (5) Business Days) after becoming aware of any such Parent Regulatory Covenant Breach, (3) each of the conditions set forth in Section 7.1 and Section 7.2 (other than any of the Regulatory Conditions) has been and continues to be satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but which condition would be satisfied or would be capable of being satisfied if the Closing Date were then to occur), (4) one or more Regulatory Conditions have not been satisfied (the “Unsatisfied Conditions”) and (5) the Parent Regulatory Covenant Breach has materially contributed to the failure of the Unsatisfied Conditions to be satisfied, then, in either of clauses (i) or (ii) above, Parent shall pay to the Company the Parent Termination Fee by wire transfer of immediately available funds, such payment to be made within two (2) Business Days of the applicable notice of termination pursuant to Section 8.1(b), Section 8.1(c), Section 8.1(d)(i) or Section 8.1(d)(iii), as the case may be. (d) The Parties hereto acknowledge and hereby agree that in no event shall either the Company be required to pay the Company Termination Fee or Parent be required to pay the Parent Termination Fee on more than one occasion. (e) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement. If the Company fails to promptly pay an amount due pursuant to Section 8.2(b), or Parent fails to promptly pay an amount due pursuant to Section 8.2(c) and, in order to obtain such payment, Parent, on the one hand, or the Company, on the other hand, commences a suit that results in a judgment against the Company for the amount set forth in Section 8.2(b), or any portion thereof, or a judgment against Parent for the amount set forth in Section 8.2(c), or any portion thereof, the Company shall pay to Parent or Parent shall pay to the Termination Fee Company, as applicable, its reasonable actual out-of-pocket costs and expenses (including reasonable attorneys’ fees and the fees and expenses of any expert or consultant engaged by such Party) in connection with such suit, together with interest on the amount of such payment from the date such payment was required to be made until the date of payment at the prime rate as published in The Wall Street Journal, Eastern Edition, in effect on the date of such judgment. Any amount payable pursuant to Section 8.2(b) or Section 8.2(c) shall be paid by the applicable Party by wire transfer of same day funds prior to or on the date such payment is required to be made under Section 8.2(b) or Section 8.2(c). (f) Notwithstanding anything to an account designated by the contrary in this Agreement, in any circumstance in which this Agreement is terminated and Parent is entitled to receive, or in circumstances that give rise to the payment of, the Company Termination Fee from the Company or the Company is entitled to receive, or in circumstances that give rise to the payment of, the Parent Termination Fee from Parent, as applicable, pursuant to Section 8.2, then (i) in immediately available funds the Company Termination Fee or the Parent Termination Fee, as applicable, and the Expenses payable to Parent or the Company pursuant to Section 8.3, as applicable, shall (x) if Parent is entitled to the Company Termination Fee, be the sole and exclusive remedy of Parent, Merger Sub, and their respective Affiliates against the Company, its subsidiaries and any of their respective former, current, or future general or limited partners, shareholders, directors, officers, managers, members, Affiliates, employees, Representatives or agents, or (y) if the Company is entitled to the Parent Termination Fee, be the sole and exclusive remedy of the Company and its Affiliates against Parent, Merger Sub, their respective subsidiaries and any of their respective former, current, or future general or limited partners, shareholders, directors, officers, managers, members, Affiliates, employees, Representatives or agents, in either case, in the case event of clause (i) termination of this Section 8.2(bAgreement in circumstances giving rise to the payment of such Company Termination Fee or Parent Termination Fee, as the case may be (including for any loss suffered as a result of any breach of any covenant or agreement in this Agreement giving rise to such termination, or in respect of any representation made or alleged to have been made in connection with this Agreement), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) such paying Party and its respective subsidiaries and their respective former, current, or future general or limited partners, shareholders, directors, officers, managers, members, Affiliates, employees, Representatives and agents shall have no further liability or obligation relating to or arising out of this Section 8.2(b)Agreement including the termination hereof and including in respect of representations made or alleged to be made in connection herewith, prior to whether in equity or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000at law, in contract, in tort or otherwise.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to as provided in Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become void null and of no effect with void, and there shall be no liability on the part of any party (Acquiror or any shareholderthe Company or their respective directors, directorofficers, officeremployees, employeeshareholders, agentrepresentatives, consultant agents or representative of such party) advisors other than, with respect to Acquiror and the other party hereto; providedCompany, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party pursuant to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions last sentence of Section 6.2. Nothing contained in this Section 8.2 shall relieve Acquiror or the Confidentiality Agreement shall survive such terminationCompany from liability for willful breach of this Agreement. (b) If this Agreement is terminated terminated: (iA) by either Parent the Acquiror or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in by the case of a termination Acquiror pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence 8.1(d)(i) and any person (other than Acquiror or any of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (Aits affiliates) prior to such termination a Takeover Proposal shall have been made known a bona fide Acquisition Proposal to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) that becomes disclosed to make a Takeover Proposal and (B) at any time on or the public prior to the 12-month anniversary Special Meeting, and within one year after the effective date of such termination the Company is the subject of a Third Party Acquisition Event (as defined below) with such person, (B) by the Company pursuant to Section 8.1(c)(i), or any (C) by Acquiror pursuant to Section 8.1(d)(ii), then at the time of its Subsidiaries enters into termination with respect to (B) or (C) above or the time of execution of a definitive agreement regarding such a Third Party Acquisition Event with respect to (A) above, the Company shall pay to the Acquiror a fee of $1,500,000 in cash (the "Fee") and reimburse the Acquiror for its reasonable out-of-pocket costs incurred by Acquiror or on behalf of Acquiror in connection with this Agreement and the transactions contemplated hereby up to an amount not to exceed $1,500,000. The Company shall not enter into any agreement with respect to any Takeover Proposal or Third Party Acquisition Event which does not, as a condition precedent to the transactions contemplated by any Takeover Proposal are consummated execution of such agreement, require such reimbursement of expenses and the Fee to be paid to Acquiror upon such execution. (provided that solely for purposes of this Section 8.2(b)(i)(B)c) As used herein, the term “Takeover Proposal” "Third Party Acquisition Event" shall have mean either of the meaning set forth in following: (i) the definition of Takeover Proposal except that all references to 10% Company shall be deemed references to 30%)agree to, consummate, or announce its intention to enter into any agreement relating to an Acquisition Proposal; or 23 27 (ii) by Parent pursuant any person (other than a party hereto or its affiliates) shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) or the right to the provisions of Section 8.1(d)acquire beneficial ownership of, or by a new group has been formed which beneficially owns or has the Company pursuant right to the provisions of Section 8.1(c)acquire beneficial ownership of, the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal 15% or consummation more of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000outstanding Common Stock.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.1in accordance with Article VIII, this Agreement shall thereafter become void and of have no effect with effect, and no liability on the part of party hereto shall have any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) Liability to the other party hereto; providedhereto or their respective Affiliates, howeveror their respective directors, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of officers or employees, except for the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, parties hereto contained in this Section 8.28.5 and in Sections 9.1, 9.4, 9.6, 9.7, 9.10, 9.11 and 9.13 (and any related definitional provisions set forth in Article IX I), and Article X hereof and the provisions except that nothing in this Section 8.5 shall relieve any party from liability for any willful breach of the Confidentiality this Agreement shall survive that arose prior to such termination. (b) If In the event that (i) this Agreement is terminated by Seller pursuant to Section 8.2(a) prior to the entry of a [Confirmation]Transaction Order satisfying the condition set forth in Section 6.2(g) and a Transaction Order (as defined under the Friendco Purchase Agreement) satisfying the condition set forth in Section 6.2(g) of the Friendco Purchase Agreement, neither of which has[ not] been vacated by a court of competent jurisdiction and Buyer is not a Proximate Cause Party as of the date of such termination, or (ii) this Agreement is terminated (iA) by either Parent or the Company Seller pursuant to the provisions of Section 8.1(b)(i[Section]Sections 8.3(a), Section 8.1(b)(iii8.3(c) or 8.3(d) or (B) by Buyer pursuant to Section 8.1(b)(ii)8.4(a) (but, but with respect to the representations and warranties of Seller, only in the case of a termination pursuant to Section 8.1(b)(iiwillful breach by Seller), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether 8.4(b) or not modified after it is first made), and8.4(c) except, in the case of any termination under this clause (iii)(B), (A) prior to such termination in the event that Buyer is a Takeover Proposal shall have been made known to Proximate Cause Party as of the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary date of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B)termination, the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company then Seller shall pay Parent the Termination Fee Buyer, by wire transfer (to an account designated by Parent) in of immediately available funds (x) in the case funds, a termination fee of clause (i) of this Section 8.2(b), $352,850,000 payable upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of an Acquisition or the transactions contemplated effective date of a chapter 11 plan of Seller and/or one or more of its Affiliates approved by the Bankruptcy Court, which plan involves a Takeover Proposalsubstantial portion of the Assets of Seller and its Affiliates. (c) The obligation of Seller to pay the amount payable under Section 8.5(b) (and the payment thereof) shall be absolute and unconditional, and (y) other than as set forth in the case of clause (iiSection 8.6(a); such payment shall be an administrative expense under section 507[(a)]([1]a)(1) of this Section 8.2(b)the Bankruptcy Code and shall be payable as specified herein and not subject to any defense, prior to claim, counterclaim, offset, recoupment, or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000reduction of any kind whatsoever.

Effect of Termination. (a) If In the event of termination of this Agreement by either the Company or Acquiror as provided in Section 10.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Company or Acquiror or their respective Subsidiaries, officers or directors except (i) with respect to Section 8.3, Section 8.7, this Section 10.2, Section 10.3 and Article XI and (ii) with respect to any liabilities for damages incurred or suffered by a party as a result of the willful and material breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Agreement. (b) The Company agrees that if this Agreement is terminated prior to the Effective Time as a consequence of a failure or non-waiver of any condition contained in Section 9.3(a) or Section 9.3(c) or pursuant to Section 10.1(b)(iii), Section 10.1(d), Section 10.1(e) or Section 10.1(f), then the Company shall pay Acquiror an amount equal to the Parent Expense Reimbursement Amount. Payment of the Parent Expense Reimbursement Amount pursuant to this Section 10.2(b) shall be made not later than five (5) Business Days after Parent has delivered to the Company a notice of demand for payment and a documented itemization setting forth in reasonable detail all expenses for which it seeks payment (which itemization may be supplemented and updated from time to time until the thirtieth (30th) day after Parent delivers notice of demand for payment). (c) In addition to any payment required by Section 10.2(b) and notwithstanding any other provision of this Agreement, the Company and Parent agree that: (i) if this Agreement is terminated pursuant to Section 8.110.1(e)(i), this Agreement shall become void and of no effect with no liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party or (iii) or Section 10.1(f) then the Company shall immediately pay to perform an agreement or covenant hereof, such party shall not be relieved of any liability to Parent the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination.Termination Fee; (bii) If if this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii10.1(b)(iii) or Section 8.1(b)(ii)10.1(d) then, but in the case event that, prior to such termination, (A) any Third Party Acquisition occurs or (B) any Third Party shall have publicly made, proposed, communicated or disclosed an intention to make a bona fide Acquisition Proposal (or such Acquisition Proposal becomes publicly known or is otherwise communicated to the Board of Directors of the Company or the Special Committee) that, in the event of a termination pursuant to Section 8.1(b)(ii10.1(d), only could reasonably be expected to lead to a Superior Proposal, the Company shall immediately pay to Parent the Termination Fee; (iii) if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior this Agreement is terminated pursuant to such termination a Takeover Proposal shall have been made known to the Company Section 10.1(b)(iii) or its shareholders or any Person shall have publicly announced an intention (whether or not conditionalSection 10.1(d) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination no Termination Fee has been paid by the Company or any of its Subsidiaries to Parent and (C) within twelve (12) months following such termination, (1) the Company enters into a definitive agreement with respect to any Takeover an Acquisition Proposal or the transactions contemplated by (2) any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B)Third Party Acquisition occurs, the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), then the Company shall immediately pay to Parent the Termination Fee by wire transfer (upon the first to an account designated by Parent) occur of the events described in immediately available funds (x) in the case of clause (iC)(1) and (C)(2) of this sentence; and (iv) if (A) this Agreement is terminated pursuant to Section 8.2(b10.1(b)(i) (provided that at the time of such termination pursuant to Section 10.1(b)(i), upon the earlier conditions precedent in Section 9.1(b) and Section 9.3(d) shall have been capable of entering being satisfied and the reason for the Closing not having previously occurred shall not be the failure to satisfy the conditions precedent set forth in Section 9.2 through no fault of the Company) and (B) prior to such termination, (1) any Third Party Acquisition occurs or (2) any Third Party shall have publicly made, proposed, communicated or disclosed an intention to make a bona fide Acquisition Proposal, or such Acquisition Proposal becomes publicly known or is otherwise communicated to the Board of Directors of the Company or the Special Committee, and (C) no Termination Fee has been paid by the Company to Parent and (D) within twelve (12) months following such termination, (1) the Company enters into such a definitive agreement with respect to a Takeover an Acquisition Proposal or consummation (2) any Third Party Acquisition occurs, then the Company shall immediately pay to Parent the Termination Fee upon the first to occur of the events described in clause (D)(1) and (D)(2) of this sentence. Solely for the purposes of Sections 10.2(c)(ii), (iii) and (iv) and Section 10.1(e)(iv) hereof, all references to 15% in the definition of the term “Acquisition Proposal” shall be deemed to be 20%. (d) The parties acknowledge that the agreements contained in Section 10.2(b) and Section 10.2(c) are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement, and that without the agreement, they would not enter into this Agreement; accordingly, if the Company fails to pay promptly the Parent Expense Reimbursement Amount or the Termination Fee payable by it pursuant to this Section 10.2, then the Company shall pay to Parent its costs and expenses (yincluding attorneys’ fees) in connection with collecting such amounts, together with interest on the case amounts at the prime rate in effect from time to time and quoted in The Wall Street Journal during such period from the date such payment was due under this Agreement until the date of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000payment.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either the Company or Parent as provided in Section 8.17.01, this Agreement shall forthwith become void and of there shall be no effect with no liability Liability on the part of any party (Parent, Merger Sub or any shareholderthe Company or their respective Subsidiaries, directorofficers, officerdirectors, employeeemployees, agent, consultant agents or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the representatives except (i) failure of either party with respect to fulfill a condition to the performance of the obligations of the other party or Section 5.02(c) (Confidentiality), Section 5.06 (Public Announcements), this Section 7.02 and ARTICLE VIII and (ii) failure of either party with respect to perform an agreement any Liabilities incurred or covenant hereof, such party shall not be relieved of any liability to the other suffered by a party as a result of such failure the willful breach by another party of any of its representations, warranties, covenants or breach; provided further, however, that the provisions of Section 6.6, other agreements set forth in this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If In the event that this Agreement is terminated by Parent pursuant to Section 7.01(e) or by the Company pursuant to Section 7.01(f), then the Company shall pay to Parent immediately prior to or concurrently with such termination, in the case of a termination by the Company, or within two Business Days thereafter, in the case of a termination by Parent, a termination fee of $265 million (ithe “Termination Fee”). (c) In the event that this Agreement is terminated by either Parent or the Company pursuant to Section 7.01(b) (in the provisions of Section 8.1(b)(i), Section 8.1(b)(iiievent that the Company Stockholder Approval has not been obtained prior to such termination) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause 7.01(d) and (i), (A) prior to the date of such termination a Takeover of this Agreement an Acquisition Proposal shall have been made known to the Company or its shareholders publicly disclosed (and not publicly withdrawn prior to such termination) and (ii) concurrently with, or any Person shall have publicly announced within 12 months after, such termination, the Company either (A) consummates a transaction that constitutes an intention (whether Acquisition Proposal or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover engage in a transaction or a tender offer is commenced that, in either case, constitutes an Acquisition Proposal and such transaction or tender offer is subsequently consummated or completed (whether or not such consummation or completion occurs before or after the transactions contemplated by any Takeover Proposal are consummated 12-month period following such termination) (provided that solely for all purposes of this Section 8.2(b)(i)(B7.02(c), the term “Takeover Proposal” Acquisition Proposal shall have the meaning set forth assigned to such term in the definition of Takeover Proposal Section 8.04, except that all the references to 10% “15%” and “85%” shall be deemed to be references to 3050%), then the Company shall pay to Parent the Termination Fee on the date no later than two Business Days after, and subject to, the consummation or completion of such Acquisition Proposal. (d) All payments under this Section 7.02 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent. (e) Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 7.02 are an integral part of the Transactions, (ii) by Parent pursuant to the provisions of Section 8.1(d)without these agreements, or by Parent, Merger Sub and the Company pursuant would not enter into this Agreement and (iii) the Termination Fee is not a penalty, but rather constitutes damages in a reasonable amount that will partially compensate Parent and Merger Sub in the circumstances in which such Termination Fee is payable. (f) In the event that the Company shall fail to pay the provisions of Section 8.1(c)Termination Fee when due, the Company shall pay reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by them (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.02, together with interest on the Termination Fee by wire transfer at the prime rate as quoted on Bloomberg screen (to an account designated by ParentPRIMBB Index) in immediately available funds effect on the date such payment was required to be made through the date of payment plus 2% per annum. (xg) Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement is terminated in accordance with Article VII and the Termination Fee is paid to Parent (or its designee) in accordance with the case of clause (i) provisions of this Section 8.2(b)Agreement, upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation payment of the transactions contemplated by a Takeover ProposalTermination Fee shall be the sole and exclusive remedy of Guarantor, Parent, Merger Sub and each of their respective Affiliates against the Company, the Company Subsidiaries and any of their respective former, current and future Affiliates, and (y) each of their respective directors, officers, employees, stockholders, controlling Persons, agents or representatives for any liability, loss or damage based upon, arising out of or relating to this Agreement, the negotiation, execution, performance or any actual or purported breach hereof or the Transactions or in respect of any other document or theory of law or equity or in respect of any representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise. In no event shall the case of clause (ii) of this Section 8.2(b), prior Company be required to or concurrently with such termination. “pay the Termination Fee” shall mean a cash amount equal to $200,000,000Fee on more than one occasion.

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.110.01, this Agreement shall become void and of no effect with no without liability on the part of any party (or any shareholderstockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the provided that: (ia) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the The provisions of Section 6.6this ‎Section 10.02 and Sections ‎8.02(a), this Section 8.2‎8.02(f) (the second last sentence only), ‎8.04, ‎8.06, Article IX 11 and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationany termination hereof pursuant to ‎Section 10.01. (b) If this Agreement is terminated (i) by either Subject only to Section 11.14, the Parent or Termination Fee and the Company pursuant Termination Fee shall be deemed to be liquidated damages and the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) sole remedy for any and all losses or Section 8.1(b)(ii), but damages suffered or incurred by the Company and its Affiliates (in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on Parent Termination Fee) and the existence of a Takeover Proposal Parent and Merger Subsidiary and their respective Affiliates (whether or not modified after it is first made), and, in the case of any termination under the Termination Fee) in connection with this clause (i)Agreement, (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal Merger or the transactions contemplated by hereby (and the abandonment thereof) or any Takeover Proposal are consummated (provided that solely matter forming the basis for purposes any termination of this Section 8.2(b)(i)(B)Agreement or for any breach or failure to perform under this Agreement (in each case, whether willfully, intentionally, unintentionally or otherwise) other than in the event of Willful Breach or Fraud. Neither the Company nor its Affiliates nor Parent nor Merger Subsidiary nor any of their Affiliates nor any of the Financing Sources shall have any other liability in connection with a termination under or arising out of this Agreement, the term “Takeover Proposal” shall have Merger or the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the other transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000hereby.

Effect of Termination. (a) If In the event of a termination of this Agreement is terminated pursuant to by either the Buyer or the Seller in accordance with Section 8.18.01, the provisions of this Agreement shall immediately become void and of no further force or effect with (other than the last sentence of Section 6.07(a), this Section 8.02, the last sentence of Section 7.06(c), Article XII hereof and the Confidentiality Agreement and the Limited Guarantee which shall survive the termination of this Agreement (in the case of the Confidentiality Agreement and the Limited Guarantee, subject to the terms thereof)), and there shall be no liability on the part of any party (the Buyer, the Company or any shareholderthe Seller to one another, director, officer, employee, agent, consultant except for liability of the Company or representative of such party) the Seller to the other party hereto; provided, however, that if such termination shall result from the (i) failure Buyer for a Willful Breach of either party to fulfill a condition this Agreement prior to the performance time of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If Notwithstanding anything in this Agreement is terminated to the contrary, (i) by either Parent or in the Company event that the Seller terminates this Agreement pursuant to the provisions of Section 8.1(b)(i8.01(e), Section 8.1(b)(iii) or Section 8.1(b)(ii)the Buyer shall promptly, but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified no event later than three Business Days after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary notice of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B)Agreement by Seller, the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant pay to the provisions Seller a fee of Section 8.1(d), or by $20,000,000 (the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the “Buyer Termination Fee Fee”) in cash by wire transfer (of immediately available funds to an account designated by Parent) in immediately available funds the Seller and (xii) in the case of clause (i) of event the Buyer Termination Fee becomes payable and is paid, or caused to be paid, by the Buyer pursuant to this Section 8.2(b8.02(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of Buyer Termination Fee shall be the transactions contemplated by a Takeover Proposal, Company’s and (y) in the case of clause (ii) of Seller’s sole and exclusive remedy against Buyer and Griffon under this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000Agreement.

Effect of Termination. (a) If In the event of the termination of this Agreement in accordance with Section 9.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is terminated made (other than in the case of termination pursuant to Section 8.19.1(a)), and this Agreement shall forthwith become void null and of void, and there shall be no effect with no damages or liability on the part of any party (Parent, Sub or any shareholderthe Company or their respective directors, directorofficers, officeremployees, employeestockholders, agentRepresentatives, consultant agents or representative of such party) advisors other than, with respect to Parent, Sub and the Company, the obligations pursuant to the other party hereto; providedConfidentiality Agreement, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Financing Cooperation Indemnity set forth in Section 6.67.14(b), this Section 8.29.2, Article IX and Article X hereof X. Nothing contained in this Section 9.2 shall relieve Parent, Sub or the Company from liability for fraud or a Knowing and the provisions Intentional Breach of the Confidentiality Agreement shall survive such terminationthis Agreement. (b) If If, but only if, (i) this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii), (iii) this Agreement is terminated by Parent pursuant to Section 9.1(d)(ii), or (iii) (A) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b)(i) as a result of the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in failure to satisfy the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) Minimum Condition prior to such termination a Takeover Proposal shall have termination, (B) there has been made known received after the date of this Agreement and not withdrawn or publicly disclosed prior to the Company or its shareholders or any Person shall have publicly announced termination of this Agreement an intention (whether or not conditional) to make a Takeover Acquisition Proposal and (BC) at any time on or prior to the within twelve (12-month anniversary of ) months after such termination termination, either (1) the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B)a Qualifying Transaction, the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%)which is subsequently consummated, or (ii2) by Parent pursuant to the provisions of Section 8.1(d)a Qualifying Transaction is consummated, or by the Company pursuant to the provisions of Section 8.1(c), then the Company shall pay to Parent the Termination Fee by wire transfer a termination fee of forty-seven million eight hundred thousand dollars (to an account designated by Parent$47,800,000) in immediately available funds cash, (xiv) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal any termination pursuant to $200,000,000.Section 9.1(c)(ii);

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Merger Sub as provided in Section 7.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Merger Sub or the Company, other than the provisions of this Article VII and as provided in Section 8.1 and except that nothing herein shall relieve any party for breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. (b) If (x) Merger Sub terminates this Agreement pursuant to Section 7.1(f)(iii) solely as a result of a breach of Section 4.2 or Section 7.1(f)(iv), then in each case, the Company shall pay, or cause to be paid to WP, within two (2) business days of the time of termination, an amount equal to $1.5 million (the "Termination Fee") plus an amount equal to Merger Sub's and WP's actual and reasonably documented out-of-pocket expenses incurred by Merger Sub or WP in connection with the Merger, this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the fees and expenses of Merger Sub's or WP's counsel and accountants as well as all fees and expenses payable to all banks, investment banking firms, and other financial institutions and Persons and their respective agents and counsel incurred in connection with acting as Merger Sub's or WP's financial advisor with respect to, or arranging or committing to provide or providing any financing for, the transactions contemplated hereby, provided, however, that in no event shall the Company be required to pay more than $750,000 (the "Expenses"). In addition, if this Agreement is terminated by Merger Sub pursuant to Section 8.17.1(d) (except in circumstances under which Merger Sub would be prohibited by the proviso to Section 7.1(d) from terminating this Agreement), this Agreement shall become void and or 7.1(f)(iii) as a result of no effect with no liability on the part a breach of any party (or any shareholderprovision other than Section 4.2, director, officer, employee, agent, consultant or representative and at the time of such partytermination, Merger Sub is not in material breach of this Agreement, then the Company shall pay to WP, within two (2) business days of the time of termination, the Expenses, and, if the Company shall thereafter, within 6 months after such termination, enter into an agreement with respect to a Takeover Proposal, then the other party heretoCompany shall pay the Termination Fee within two (2) business days of entering into any such agreement; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by either Parent or in no event will the Company pursuant be required to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000on more than one occasion.

Effect of Termination. (a) If In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement will forthwith become void and of no effect, and there will be no liability or obligation on the part of Parent, Merger Sub or the Company or their respective Subsidiaries, officers or directors except (i) the Confidentiality Agreement (as amended hereby) and the provisions of Section 5.7 (Public Announcements), this Section 7.2, Section 8.2 (Fees and Expenses), Section 8.3 (Notices), Section 8.7 (Severability), Section 8.8 (Entire Agreement), Section 8.9 (Parties in Interest), Section 8.10 (Assignment; Successors), Section 8.11 (Mutual Drafting; Interpretation) and Section 8.12 (Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury) shall survive the termination hereof and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful and material breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement (which the parties acknowledge and agree will not be limited to reimbursement of expenses or out-of-pocket costs). Notwithstanding the foregoing, in no event shall any party be liable for punitive damages. (b) In the event that this Agreement is terminated pursuant to Section 8.17.1(c) or Section 7.1(d), then the Company will pay to Parent prior to or concurrent with such termination, in the case of a termination by the Company, or within two Business Days thereafter, in the case of a termination by Parent, the Breakup Fee. (c) In the event that (i) this Agreement shall become void is terminated pursuant to Section 7.1(e), Section 7.1(f) (with respect to a breach of any covenant or an intentional misrepresentation under this Agreement by the Company) or Section 7.1(h), (ii) prior to the date of the Company Shareholder Meeting (or prior to the termination of this Agreement if there has been no Company Shareholder Meeting) an Acquisition Proposal or intention to make an Acquisition Proposal will have been publicly announced and not publicly withdrawn without qualification (A) on or prior to the fifth Business Day prior to the date of no effect the Company Shareholder Meeting, with no liability respect to termination pursuant to Section 7.1(h), (B) on or prior to the 45th calendar day preceding the Outside Date, with respect to any termination pursuant to Section 7.1(e), and (C) prior to the event giving rise to the termination right, with respect to any termination pursuant to Section 7.1(f) and (iii) on or prior to the first anniversary following the termination of this Agreement, the Company enters into a definitive written agreement providing for the consummation of any Acquisition Proposal, or recommends or submits an Acquisition Proposal to its shareholders for adoption, or a transaction in respect of any Acquisition Proposal is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination, then, on the earliest of the execution of a definitive agreement with respect to, submission to the shareholders of, or consummation of such Acquisition Proposal, the Company will pay to Parent the Breakup Fee (provided, that for purposes of this Section 7.2(c), the term “Acquisition Proposal” will have the meaning assigned to such term in Section 8.4, except that the references to “20%” will be deemed to be references to “50.1%”). (d) All payments under this Section 7.2 will be made by wire transfer of immediately available funds to the account designated by Parent on Section 7.2(d) of the Parent Disclosure Schedule. Each of the Company, Parent and Merger Sub acknowledges that (i) the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, (ii) without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement and (iii) the Breakup Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which such Breakup Fee is payable. Accordingly, if the Company fails promptly to pay any party amounts due pursuant to this Section 7.2, and, in order to obtain such payment, Parent commences a suit that results in a final non-appealable judgment against the Company for the amounts set forth in this Section 7.2, the Company shall pay to Parent its reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.2 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. (e) Notwithstanding anything to the contrary in this Agreement, no Financing Source Party shall have any liability for any obligation or liability to the Company, any of its Affiliates or any shareholderof its or their direct or indirect shareholders for any claim for any loss suffered as a result of any breach of this Agreement or the Debt Commitment Letter (including any willful and material breach), directoror the failure of the Merger or any other transaction contemplated hereby or thereby (including, officerwithout limitation, employee, agent, consultant or representative of such partyany Debt Financing) to be consummated, or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, whether in equity or at law, in contract, in tort or otherwise. (f) Notwithstanding anything to the other party heretocontrary in this Agreement, the payment by the Company of the Breakup Fee pursuant to this Section 7.2 shall not relieve the Company from any liability or damage resulting from a willful and material breach of any of its covenants or agreements set forth in this Agreement or fraud; provided, however, that notwithstanding the foregoing, if such termination shall result Parent accepts payment from the Company of the Breakup Fee in connection with a termination of this Agreement pursuant to (i) failure of either party Section 7.1(c) pursuant to fulfill a condition to the performance subclause (f) of the obligations definition of the other party “Triggering Event” or (ii) failure of either party to perform an agreement or covenant hereofSection 7.1(d), such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions Company did not commit a willful and material breach of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its covenants or agreements in Section 5.3, whether discovered by Parent prior to or following the acceptance of the Breakup Fee, such payment shall be the sole and exclusive remedy of Ultimate Parent, Parent and Merger Sub against the Company, the Company Subsidiaries enters into a definitive and the Company Representatives for any losses or damages arising from or relating to this Agreement, any breach of any representation, warranty, covenant or agreement with respect in this Agreement or the failure of the Merger to be consummated, and none of the Company, the Company Subsidiaries and the Company Representatives shall have any Takeover Proposal further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided, further, that any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), Breakup Fee paid by the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references Company to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of this Section 8.1(d), or by the Company 7.2 shall be offset against any award for damages awarded to Parent pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) any claim based on a willful and material breach of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal Agreement or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000fraud.

Effect of Termination. (a) If this Agreement is terminated pursuant to in accordance with Section 8.110.01 hereof and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect with no liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure the terms and provisions of either party to fulfill a condition to the performance of the obligations of the other party or this Section 10.02, Section 8.06 and Article XI hereof shall remain in full force and effect and (ii) failure any termination of either party to perform an agreement or covenant hereof, such party this Agreement shall not be relieved of relieve any party hereto from any liability to the other party as a result for any breach of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationits obligations hereunder. (b) If (i) this Agreement is terminated (iin accordance with Section 10.01(a) by either Parent or hereof and as of the Company pursuant to date set forth in Section 10.01(a) hereof the provisions of conditions set forth in Section 8.1(b)(i), Section 8.1(b)(iii9.01(a) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or hereof shall not modified after it is first made), and, in the case of any termination under this clause (i)have been satisfied, (Aii) prior a Proposal is made to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into Representatives with respect to an Alternative Transaction (whether or not the same Alternative Transaction as is ultimately consummated or as to which a definitive written agreement, letter of intent, agreement in principle, memorandum of understanding or similar writing is ultimately entered into) prior to the Cut-Off Date (as defined below) or a Proposal with respect to an Alternative Transaction is publicly announced by the Person contemplating such transaction or a Representative of such Person prior to the Cut-Off Date, and (iii) an agreement with respect to any Takeover Proposal a Control Transaction or Alternative Transaction is entered into or a Control Transaction or Alternative Transaction is consummated within eighteen months after the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c)Cut-Off Date, the Company shall pay Parent the Termination Investor (or its assignees) the Alternative Transaction Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon on the earlier of entering into (A) the date on which such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, an Alternative Transaction is entered into and (yB) in the case date on which an Alternative Transaction is consummated. The term "Cut-Off Date" shall mean the date of clause (ii) termination of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000Agreement.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either the Company or Parent as provided in Section 8.17.01, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (Parent, Sub or any shareholderthe Company or their respective Subsidiaries, directorofficers or directors, officerin either case, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the except (i) failure of either party with respect to fulfill a condition to the performance of the obligations of the other party or Section 5.11, this Section 7.02 and Article VIII and (ii) failure of either party with respect to perform an agreement any liabilities or covenant hereof, such party shall not be relieved of any liability to the other damages incurred or suffered by a party as a result of such failure the willful and material breach by another party of any of its representations, warranties, covenants or breach; provided further, however, that the provisions of Section 6.6, agreements set forth in this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If In the event that this Agreement is terminated terminated: (i) by (A) Parent pursuant to Section 7.01(e) or (B) the Company pursuant to Section 7.01(f) or Section 7.01(g), then the Company shall pay to Parent or its designee, within two (2) Business Days following the date of such termination by Parent pursuant to clause (A), or prior to or concurrently with such termination by the Company pursuant to clause (B), the Company Termination Fee; or (ii) (A) by either Parent or the Company pursuant to Section 7.01(b) (other than following the provisions of Section 8.1(b)(ifailure to obtain a Company Required Governmental Approval or a Parent Required Governmental Approval), Section 8.1(b)(iiior (B) by either Parent or Section 8.1(b)(ii), but in the case of a termination Company pursuant to Section 8.1(b)(ii7.01(c), only if and (C) (1) (x) any person or group of persons shall (as of the applicable Final Order date this Agreement is based on terminated pursuant to Section 7.01(b) (other than following the existence of failure to obtain a Takeover Proposal (whether Company Required Governmental Approval or not modified after it is first madea Parent Required Governmental Approval), and, in the case of any termination under this the foregoing clause (iA), (A) prior to such termination a Takeover Proposal or as of the Company Stockholder Meeting at which the Company Stockholder Approval shall not have been made known to obtained upon a vote taken thereon, in the Company or its shareholders or any Person shall case of the foregoing clause (B)) have publicly announced an intention (whether or disclosed or disclosed privately to the Company’s management or board of directors, and not conditional) to make withdrawn, a Takeover Proposal Competing Proposal, and (By) at any time on or prior to within nine (9) months after the 12-month anniversary termination of such termination this Agreement, the Company or any of its Subsidiaries enters shall have entered into a definitive acquisition agreement with respect to any Takeover a Competing Proposal or the transactions contemplated by any Takeover and such Competing Proposal are is subsequently consummated (provided which such Competing Proposal need not be the same Competing Proposal, or be made by the same person or group, as the Competing Proposal described in clause (C)(1)(x)), then the Company shall pay to Parent or its designee, concurrently with the consummation of such Competing Proposal, the Company Termination Fee, or (2) (x) any person or group of persons shall (as of the date this Agreement is terminated pursuant to Section 7.01(b) (other than following the failure to obtain a Company Required Governmental Approval or a Parent Required Governmental Approval), in the case of the foregoing clause (A), or as of the Company Stockholder Meeting at which the Company Stockholder Approval shall not have been obtained upon a vote taken thereon, in the case of the foregoing clause (B)) have publicly announced or disclosed or disclosed privately to the Company’s management or board of directors, and subsequently withdrawn, a Competing Proposal, and (y) within nine (9) months after the termination of this Agreement, the Company shall have entered into a definitive acquisition agreement with respect to such Competing Proposal and such Competing Proposal is subsequently consummated (it being understood and agreed that solely for purposes of this Section 8.2(b)(i)(B7.02(b)(ii), any group of persons making a Competing Proposal shall be deemed the same as any other group so long as the members of one group constitute at least 50% of the equity financing of the other group), then the Company shall pay to Parent or its designee, concurrently with the consummation of such Competing Proposal, the Company Termination Fee; provided that for purposes of this Section 7.02(b)(ii), the term “Takeover Competing Proposal” shall have the meaning set forth in the definition of Takeover Proposal assigned to such term, except that all references to 10% percentages therein shall be deemed references changed to 30“50%)”. (c) Each of the Company, or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause and Sub acknowledges that (i) of the agreements contained in this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation 7.02 are an integral part of the transactions contemplated by a Takeover Proposal, this Agreement and (yii) without these agreements, Parent, Sub and the Company would not enter into this Agreement. It is acknowledged and agreed that, except in the case of clause (ii) fraud or a willful and material breach by the Company of this Agreement, the Company Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Sub in the circumstances in which the Company Termination Fee is payable. In no event shall the Company be required to pay to Parent more than one Company Termination Fee pursuant to Section 8.2(b7.02(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.

Effect of Termination. (ai) Termination of this Agreement shall be without prejudice to the rights of any of the Parties which have arisen at or prior to termination. If this the Agreement is terminated pursuant to Section 8.1Clause 8.2: (a) the Break Payment will be payable by the Target if an event described in Clause 8.2(i)(a), (b), (c) or (d) entitling the Bidder to terminate the Agreement, or in Clause 8.2(ii)(e), entitling the Target to terminate the Agreement, has occurred prior to, or occurs simultaneously with, termination of this Agreement shall become void and of no effect with no liability on Agreement; (b) the part of any party Bidder will be subject to the Equity Investment (or any shareholderthe Equity Investment Substitute, directoras applicable) if an event described in Clause 8.2(i)(e)(A), officerentitling the Bidder to terminate the Agreement, employeeor in Clause 8.2(ii)(c), agententitling the Target to terminate the Agreement, consultant has occurred prior to, or representative occurs simultaneously with, termination of such partythis Agreement; (c) the Reverse Break Payment will be payable by the Bidder if an event described in Clause 8.2(ii)(b) or (d), entitling the Target to terminate the other party heretoAgreement, has occurred prior to, or occurs simultaneously with, termination of this Agreement; and (d) subject to Applicable Law, the Bidder shall withdraw the Bid as soon as possible if the Target terminates the Agreement pursuant to Clause 8.2(ii)(a); provided, however, that if such termination withdrawal is prohibited by Applicable Law, the Bidder shall result from withdraw the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or Bid promptly after such withdrawal is no longer prohibited by Applicable Law. (ii) failure of either party to perform an agreement or covenant hereofIn addition, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions Clause 7 of the Confidentiality Agreement shall survive such termination. and Clause 3.1 (bStandstill) If this Agreement is terminated (i) by either Parent or of the Company pursuant Addendum to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in Confidentiality Agreement shall no longer apply as between the case of a termination pursuant to Section 8.1(b)(ii), only if Parties (who shall each also procure that such Clauses are no longer applied by their respective applicable Affiliate from and including the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation date of the transactions contemplated by a Takeover Proposal, and (y) in the case Change of clause (ii) of this Section 8.2(bRecommendation), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.

Effect of Termination. (a) If Upon the termination of this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect in accordance with no liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant terms hereof, such neither party hereto shall not be relieved of have any further obligation or liability to the other party hereunder, except as a result of such failure or breach; provided furtherin Sections 3.16(c), however5.3(b) (as modified by Section 13.4(b) below), that the provisions of Section 6.613.5 and 26 hereof, this Section 8.2, Article IX and Article X hereof except to pay in full and the provisions satisfy any and all outstanding obligations of the Confidentiality Agreement shall survive such parties accruing through the effective date of termination. (b) If Upon the termination of this Agreement, the Annual Medical Group Compensation Amount described in Section 5.3(b) shall be calculated on or before the end of the fourth month following the termination date, rather than on or before April 30 as specified in Section 5.3(b), and the computation made under such Section shall be made with respect to the portion of the year ending on the termination date (if the termination date is other than December 31). In making such computation, all Collections during January, February, and March of such year shall be excluded, and all Collections during the three-month period following termination shall be included. All Collections during the three-month period following termination shall continue to be owned by the Management Company (and the Medical Group shall immediately forward any amounts received in connection therewith to the Management Company) and all Collections thereafter shall be owned by the Medical Group. Any payment required under the terms of Section 5.3(b)(ii) shall be made within fifteen (15) days after the date by which the foregoing calculation is to be made, rather than on May 15. Notwithstanding anything contained herein to the contrary, in the event that this Agreement is terminated due to the Management Company's failure to pay an amount due pursuant to any of Note Xx. 0, Xxxx Xx. 0 or Note No. 3, then any such amounts which the Management Company failed to so pay shall be automatically set-off against any amounts due (iwhether presently or in the future) by either Parent or to the Management Company pursuant to the provisions terms of Section 8.1(b)(i)this Agreement, Section 8.1(b)(iiiincluding, without limitation, for Management Fees or Management Company Costs. (c) or Section 8.1(b)(ii)Upon termination of this Agreement, but in the case of Management Company agrees to deliver to the Medical Group upon request by the Medical Group, a termination pursuant to Section 8.1(b)(ii), only if Financing Statement amending the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case terms of any Financing Statement filed with the Secretary of State of the state in which the principal place of business of the Medical Group is located, excluding from the collateral thereunder any accounts receivable generated after the date of termination under of this clause (i)Agreement. In addition, (Athe Management Company shall, within 15 days after final resolution of the settlement described in Section 5.3(b) prior to such termination a Takeover Proposal shall have been made known of this Agreement, deliver to the Company or its shareholders or Medical Group an additional Financing Statement terminating any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement Financing Statement previously filed with respect to any Takeover Proposal the Medical Group's accounts receivable, whether relating to services performed during or after the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000Term.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.112.1, this Agreement (other than with respect to the last sentence of Section 8.2, Section 9.2, this Section 12.2 and Article XV, which shall continue in effect) shall thereafter become void and of have no effect with no effect, without any liability on the part of any party (or its Affiliates or Representatives in respect thereof, except that nothing herein will relieve any party from liability for any breach of this Agreement or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationTransaction Document. (b) If after the date of this Agreement is terminated Agreement: (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination Buyer shall terminate this Agreement pursuant to Section 8.1(b)(ii12.1(g), only if the applicable Final Order is based on the existence of a Takeover Proposal ; or (whether or not modified after it is first made), and, in the case of any termination under this clause (i), ii) (A) prior to such termination a Takeover an Acquisition Proposal shall have been made known to Parent or the Company or its shareholders Company, or any Person shall have publicly announced (or otherwise made known to the board of directors of Parent) an intention (whether or not conditional) to make a Takeover Proposal an Acquisition Proposal, and (B) at any time on following the occurrence of an event described in the preceding clause (A), this Agreement shall have been terminated by Buyer or prior to the 12-month anniversary of such termination Parent and the Company pursuant to Section 12.1(b) or any Section 12.1(d), and (C) within twelve (12) months of its Subsidiaries the date this Agreement is terminated as described in the preceding clause (B), Parent or the Company enters into a one or more definitive agreement acquisition agreements with respect to to, or consummates a transaction contemplated by, any Takeover Acquisition Proposal or the transactions contemplated by then, in any Takeover Proposal are consummated such event under clause (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), i) or (ii) by Parent pursuant to the provisions of this Section 8.1(d12.2(b), or by the Company pursuant to the provisions of Section 8.1(c)Parent shall promptly, the Company shall pay Parent the Termination Fee by wire transfer but in no event later than one business day after (to an account designated by Parent) in immediately available funds (xA) in the case of clause (i) of this Section 8.2(b), upon the earlier date of entering into such definitive agreement with respect to a Takeover Proposal termination or consummation of the transactions contemplated by a Takeover Proposal, and (yB) in the case of clause (ii) of this Section 8.2(b), prior the date Parent or the Company enters into such agreement with respect to or concurrently with consummates such termination. “Termination Fee” shall mean a cash Acquisition Proposal), pay Buyer, by wire transfer of immediately available funds to an account designated by Buyer, an amount equal to the sum of $200,000,000500,000 plus an amount equal to the sum of Buyer Expenses, provided that such amount payable to Buyer in respect of Buyer Expenses shall not exceed $250,000. (c) The parties acknowledge that the agreements contained in this Section 12.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Buyer would not enter into this Agreement; accordingly, if Parent fails promptly to pay any amount due pursuant to this Section 12.2, and, in order to obtain such payment, Buyer commences a suit which results in a judgment against Parent for the payment of the amounts set forth in this Section 12.2, Parent shall pay to Buyer its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts payable pursuant to this Section 12.2 from the date such payment is required to be made until the date such payment is actually made (calculated based on actual days elapsed in a 365-day year) at a rate of 10% per annum. The parties agree that any remedy or amount payable pursuant to this Section 12.2 shall not preclude any other remedy or amount payable hereunder, and shall not be an exclusive remedy, for any breach of any provision of this Agreement.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated and the abandonment of the Merger pursuant to Section 8.1this Article VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party heretoits Representatives); provided, however, and notwithstanding anything in the foregoing to the contrary, that if (i) except as otherwise provided herein, no such termination shall result from the (i) failure of either relieve any party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved hereto of any liability for damages to the other party as a result hereto resulting from willful and intentional breach of such failure or breach; provided further, however, that this Agreement and (ii) the provisions of Section 6.6, set forth in this Section 8.28.5, Section 8.6 and Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive the termination of this Agreement. For purposes of this Agreement, “willful and intentional breach” shall mean a material breach that is a consequence of an omission by, or act undertaken by or caused by, the breaching party with the actual knowledge that the omission or taking or causing of such terminationact would, or would reasonably be expected to, cause a breach of this Agreement. (b) If In the event that: (i) (x) (1) before obtaining the Company Stockholder Approval, this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii8.2(a) or Section 8.1(b)(ii), but in the case of 8.4(e) and any Person shall have made and publicly disclosed a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a bona fide Takeover Proposal (whether or after the date of this Agreement but prior to such termination, and such Takeover Proposal shall not modified after it is first made), and, in the case of any termination under this clause (i), (A) have been publicly withdrawn prior to such termination a Takeover Proposal shall have been made known or (2) this Agreement is terminated pursuant to the Company or its shareholders or Section 8.4(b) and any Person shall have made and publicly announced an intention (whether or not conditional) to make disclosed a bona fide Takeover Proposal after the date of this Agreement but prior to such termination and (By) at any time on or prior to the 12-month anniversary within twelve months of such termination the Company or any of its Subsidiaries enters shall have entered into a definitive agreement with respect to any such Takeover Proposal and such Takeover Proposal or the transactions contemplated by any a Takeover Proposal are resulting from such initial Takeover Proposal is consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), clause (y) the term references to “20%” in the definition of “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all be deemed to be references to 10% shall be deemed references to 30“50%”), or ; (ii) this Agreement is terminated by Parent pursuant to the provisions of Section 8.1(d8.4(a), (c) or (d); or (iii) this Agreement is terminated by the Company pursuant to the provisions of Section 8.1(c8.3(a), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.,

Effect of Termination. (a) If In the event that (i) this Agreement is terminated by Parent pursuant to Section 8.17.1(h), this Agreement shall become void and of no effect with no liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) after December 31, 2010 by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii7.1(f) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), iii) (A) prior to such termination a Takeover an Alternative Proposal shall have been made known to the Company or its shall have been made directly to the shareholders of the Company generally or shall have otherwise become publicly known or any Person person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and an Alternative Proposal, (B) at any time on thereafter this Agreement is terminated (I) by Company pursuant to Section 7.1(b) or prior to the 12-month anniversary of such termination (II) by either Parent or the Company or any of its Subsidiaries pursuant to Section 7.1(d) and (C) within 12 months after such termination, the Company enters into a definitive agreement with respect to any Takeover Proposal consummate, or consummates, the transactions contemplated by any Takeover Alternative Proposal are consummated (provided that solely for purposes regardless of whether such Alternative Proposal is made before or after termination of this Section 8.2(b)(i)(BAgreement), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), then the Company shall pay Parent a fee equal to $330,000 (the “Termination Fee Fee”) plus Expenses of up to $100,000, by wire transfer (to an account designated by Parent) in immediately available of same-day funds on the first business day following (x) in the case of a payment required by clause (i) or (ii) above, the date of termination of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, Agreement and (y) in the case of a payment required by clause (iiiii) above, the date of this Section 8.2(b), prior the first to or concurrently with such terminationoccur of the events referred to in clause (iii)(C) above. “Termination FeeExpenses” shall mean a the cash amount equal necessary to $200,000,000reimburse Parent, Merger Sub and each of their respective affiliates for all out-of-pocket fees and expenses incurred (whether or not billed) at any time (whether before or after the date of this Agreement) prior to the termination of this Agreement by any of them or on their behalf in connection with the Merger, this Agreement, their due diligence investigation of the Company and the transactions contemplated by this Agreement (including the fees and expenses of counsel, investment banking firms or financial advisors and their respective counsel and representatives).

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either the Company or Purchaser as provided in Section 8.18.01, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on the part Company, Purchaser, any of their respective Subsidiaries or any of the officers or directors of any party (of them shall have any liability of any nature whatsoever under this Agreement, or any shareholderin connection with the transactions contemplated by this Agreement, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Section 6.02(b), 8.02, 8.03, 9.03, 9.04, 9.05, 9.06, 9.08, 9.09, 9.13 and 9.14 shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party or this Agreement, and (ii) failure of either party to perform an agreement or covenant hereof, such party neither the Company nor Purchaser shall not be relieved or released from any liabilities or damages arising out of its knowing breach of any liability to the other party as a result provision of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If In the event that this Agreement is terminated by Purchaser pursuant to Section 8.01(g), then the Company shall promptly, but in no event later than two (2) days after the date of such termination, pay Purchaser all the documented out-of-pocket expenses incurred by Purchaser or any of its Affiliates in connection with this Agreement and the transactions contemplated by this Agreement up to a maximum amount of $10,000,000, payable by wire transfer of same day funds. (c) In the event that (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover bona fide Acquisition Proposal shall have been made known to the Company or any of its shareholders Subsidiaries or any of its stockholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover an Acquisition Proposal and (B) at any time on or prior with respect to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification at least (1) twenty (20) business days prior to, with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this termination pursuant to Section 8.2(b)(i)(B8.01(c), the term “Takeover Proposal” date of termination, and (2) at least ten (10) business days prior to, with respect to termination pursuant to Section 8.01(e), the date of the Stockholders Meeting) and thereafter this Agreement is terminated by either Purchaser or the Company pursuant (x) to Section 8.01(c) without (I) a vote of the Company’s stockholder with respect to the Requisite Stockholder Approval having occurred and (II) the Requisite Stockholder Approval otherwise having been obtained pursuant to the Written Consent or (y) Section 8.01(e) and, in the case of termination pursuant to Section 8.01(e), on or prior to the date of the Stockholders Meeting, no event giving rise to Purchaser’s right to terminate under Section 8.01(h) shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%)occurred, or (ii) this Agreement is terminated (A) by Parent Purchaser pursuant to Section 8.01(h) or (B) by either Purchaser or the provisions Company pursuant to Section 8.01(e) and, on or prior to the date of the Stockholders Meeting, any event giving rise to Purchaser’s right to terminate this Agreement under Section 8.1(d), 8.01(h) shall have occurred or (iii) this Agreement is terminated by the Company pursuant to Section 8.01(f) then the provisions Company shall promptly, but in no event later than two (2) days after the date of such termination, pay Purchaser a termination fee of $52,500,000 (the “Termination Fee”) (provided, however, that the Termination Fee to be paid pursuant to clause (iii) shall be paid as set forth in Section 8.1(c8.01(f)) and shall promptly, but in no event later than two (2) days after being notified of such by Purchaser, pay all of the documented out-of-pocket expenses incurred by Purchaser or Merger Sub in connection with this Agreement and the transactions contemplated by this Agreement up to a maximum amount of $15,000,000, in each case payable by wire transfer of same day funds; provided, however, that no Termination Fee shall be payable to Purchaser pursuant to clause (i) of this Section 8.02(c) unless and until within twelve (12) months of such termination, the Company or any of its Subsidiaries shall pay Parent have entered into an Alternate Acquisition Agreement with respect to, or shall have consummated or shall have approved or recommended to the Termination Fee by wire transfer Company’s stockholders or otherwise not opposed, an Acquisition Proposal (to an account designated by Parent) substituting in immediately available funds (x) both instances “50%” for “15%” in the case definition of “Acquisition Proposal”); provided that for purposes of clause (i) of this Section 8.2(b8.02(c), upon an Acquisition Proposal shall not be deemed to have been “publicly withdrawn” by any Person if, within twelve (12) months of such termination, the earlier Company or any of entering its Subsidiaries shall have entered into such definitive agreement an Alternative Acquisition Agreement (other than a confidentiality agreement) with respect to, or shall have consummated or shall have approved or recommended to the Company’s stockholders or otherwise not opposed, an Acquisition Proposal made by or on behalf of such Person or any of its Affiliates; provided, further, that in the event that such Termination Fee becomes payable and is paid by the Company to Purchaser pursuant to this Section 8.02(c), except in the event of fraud or willful breach of this Agreement by the Company or any of its Affiliates, the Termination Fee shall be Purchaser’s and Merger Sub’s sole and exclusive remedy arising out of a Takeover Proposal termination of this Agreement. If this Agreement is terminated (a) by Purchaser or consummation the Company pursuant to Section 8.01(b) and at the time of such termination, the Company is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement; (b) by Purchaser or the Company pursuant to Section 8.01(c) and, at the time of such termination, (i) the condition to closing set forth in Section 7.01(c) has not been satisfied or waived in writing, (ii) all the other conditions to closing set forth in Section 7.01 and Section 7.02 shall have been satisfied (or are capable of being satisfied) or waived in writing and (iii) the Company is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement or (c) by the Company pursuant to Section 8.01(d) based upon a material breach by Purchaser or Merger Sub of Section 4.01(g), 5.01 or 6.01, then, in light of the Company’s postponement or cancellation of planned upgrades of its information technology systems and the costs the Company will incur in complying with its cooperation obligations set forth in Section 6.02(a), Purchaser shall promptly, but in no event later than two (2) days after the date of any such termination, reimburse the Company by wire transfer of same day funds for all fees, expenses and costs determined by the Company in good faith to have been expended or incurred by it in connection with the transactions contemplated by this Agreement or the termination of this Agreement, including in respect of counsel, investment bankers, information technology systems and core systems conversion and employee time; provided that Purchaser shall not be required to reimburse the Company more than $25,000,000. Each Party acknowledges that the agreements contained in this Section 8.02 are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement, and that, without these agreements, the other Party would not enter into this Agreement; accordingly, if the Party that owes a payment pursuant to this Section 8.02 fails to promptly pay the amount due pursuant to this Section 8.02(c), and, in order to obtain such payment, the other Party commences a suit that results in a final, nonappealable judgment against such owing Party for the applicable amount set forth in this Section 8.02 or any portion of such fee, such owing Party shall pay to the other Party its costs and expenses (yincluding attorneys’ fees) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently connection with such termination. “Termination Fee” shall mean a cash suit, together with interest on the amount equal of the fee at the prime rate published in The Wall Street Journal on the date such payment was required to $200,000,000be made through the date of payment.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated as provided in Section 9.01, written notice thereof shall forthwith be given to the other Party or Parties specifying the provision hereof pursuant to Section 8.1which such termination is made, and this Agreement shall forthwith become null and void and of no effect with there shall be no liability on the part of any party (Sohu Game, Parent or any shareholderthe Company, director, officer, employee, agent, consultant or representative of except that the Confidentiality Agreement and Section 10.03 through Section 10.11 shall survive such party) to the other party heretotermination; provided, however, that if nothing herein shall relieve any Party from liability for fraud or a Willful Breach of its covenants or agreements set forth in this Agreement prior to such termination shall result from (which the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party Parties acknowledge and agree shall not be relieved limited to reimbursement of any liability to the other party as a result of such failure expenses or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationout-of-pocket costs). (b) If In the event that this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i9.01(f), Section 8.1(b)(iii) or Section 8.1(b)(ii), but the Company shall pay a termination fee to Sohu Game in the case amount of a termination $5,000,000 (the “Company Termination Fee”) as directed by Sohu Game by wire transfer of same day funds within two (2) business days after such termination; (c) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(b)(ii9.01(g), only if Parent shall pay a termination fee in the applicable Final Order is based on amount of $10,000,000 (the existence “Parent Termination Fee”) as directed by the Company by wire transfer of a Takeover Proposal same day funds within two (whether or not modified 2) business days after it is first made), andsuch termination; (d) Subject to Section 10.11, in the case event that Sohu Game and Parent fail to effect the Closing for any reason or no reason or they otherwise breach this Agreement (other than as a result of any termination under this clause fraud or Willful Breach) or otherwise fail to perform hereunder (iother than as a result of fraud or Willful Breach), (A) prior the Company’s right to such termination a Takeover Proposal terminate this Agreement and receive the Parent Termination Fee pursuant to Section 9.02(c), as appropriate, shall have been made known to be the Company or its shareholders or any Person shall have publicly announced an intention sole and exclusive remedy (whether at law, in equity, in contract, in tort or not conditionalotherwise) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into and all members of the Company Group against (i) Sohu Game or Parent; (ii) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, shareholders, or assignees of Sohu Game or Parent; (iii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Sohu Game or Parent; or (iv) any holders or future holders of any equity, share, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, shareholders, assignees of any of the foregoing (clauses (i) - (iv), collectively, the “Sohu Game Group”), for any loss or damage suffered as a definitive result of any breach of any representation, warranty, covenant or agreement with respect (other than as a result of fraud or Willful Breach) or failure to any Takeover Proposal perform hereunder (other than as a result of fraud or Willful Breach) or other failure of the Merger or the transactions contemplated by any Takeover Proposal are other Transactions to be consummated (provided other than as a result of fraud or Willful Breach). For the avoidance of doubt, neither Sohu Game nor any other member of the Sohu Game Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions, and in no event shall the Company or any of its Subsidiaries, the direct or indirect shareholders of the Company or any of its Subsidiaries, or any of their respective Affiliates, directors, officers, employees, members, managers, partners, representatives, advisors or agents of the foregoing (collectively, the “Company Group”) seek, or permit to be sought, on behalf of any member of the Company Group, any monetary damages from any member of the Sohu Game Group in connection with this Agreement or any of the Transactions, it being acknowledged, for the avoidance of doubt, that solely for purposes of the foregoing is not intended to limit the Company’s right to equitable relief pursuant to Section 10.11. (e) Subject to Section 10.11, Sohu Game’s right to terminate this Agreement and receive the Company Termination Fee pursuant to Section 8.2(b)(i)(B9.02(b), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% as appropriate, shall be deemed references the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of any member of the Sohu Game Group against any member of the Company Group for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement (other than as a result of fraud or Willful Breach), failure to 30%perform hereunder (other than as a result of fraud or Willful Breach), or other failure of the Merger to be consummated (ii) by other than as a result of fraud or Willful Breach). Neither the Company nor any other member of the Company Group shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions and in no event shall any of Sohu Game, Parent or any other member of the Sohu Game Group seek, or permit to be sought, on behalf of any member of the Sohu Game Group, any monetary damages from any member of the Company Group in connection with this Agreement or any of the Transactions, it being acknowledged, for the avoidance of doubt, that the foregoing is not intended to limit Sohu Game’s or Parent’s right to equitable relief pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,00010.11.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to in accordance with Section 8.19.1, this Agreement shall forthwith become void and of no effect with there shall be no liability on the part of any party (hereto or any shareholderof its directors, directorofficers, officerstockholders or affiliates except as set forth in Sections 6.4, employee7.4, agent, consultant 9.2 or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX 9.3 and Article X hereof hereof, PROVIDED THAT nothing herein shall relieve any party from liability for any material breach of any covenant, agreement, representation or warranty contained in this Agreement. The right of any party hereto to terminate this Agreement pursuant to Section 9.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto, any Person controlling any such party or any of their respective officers, directors, employees, accountants, consultants, legal counsel, agents or other representatives, whether prior to or after the provisions execution of the Confidentiality Agreement shall survive such terminationthis Agreement. (b) The Company shall immediately pay, or cause to be paid, by wire transfer to Parent the sum of (i) all of Parent's out-of-pocket expenses, up to a maximum of $750,000, reasonably incurred in connection with the transactions contemplated by this Agreement (the "Expenses"), and (ii) $2.75 million (the "Termination Fee") upon demand if (A) Parent or the Company terminates this Agreement in accordance with Section 9.1(d); (B) Parent terminates this Agreement in accordance with Section 9.1(e) or (C) the Company terminates this Agreement in accordance with Section 9.1(f), (g) or (h). The amount of Expenses so payable shall be the amount set forth in an estimate delivered by Parent upon termination subject to upward or downward adjustment as provided in the next sentence. In the event that Parent's actual out-of-pocket expenses, as documented in reasonable detail, exceed such estimate, the amount of any such excess (subject to the maximum limitation in the preceding sentence) shall be payable upon demand, and in the event that Parent's actual expenses are less than the amount of such estimate, Parent shall promptly refund to the Company by wire transfer such lesser amount. (c) If (i) this Agreement is terminated in accordance with Section 9.1, and (iii) by either Parent or Merger Subsidiary has exercised the Company pursuant option granted to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination it pursuant to Section 8.1(b)(ii)2.01 of the Stockholder Voting and Option Agreement, only if then Parent and Merger Subsidiary shall, to the extent permitted by applicable Final Order is based state and federal law, including rules and regulations of the SEC, (x) initiate a tender offer for all of the then-outstanding shares of Company Common Stock and Options on the existence of a Takeover Proposal (whether or not modified after it is first made)same terms and conditions, andincluding, in without limitation, the case of any termination under this clause (i), (A) prior same price to be paid pursuant to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B)2.01, the term “Takeover Proposal” shall have the meaning as set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation Article II of the transactions contemplated by a Takeover Proposal, Stockholder Voting and Option Agreement and (y) in cause the case Company to execute and deliver employment agreements with senior management of clause the Company, on substantially the same terms as those employment agreements being executed and delivered by such senior managers and Parent on the date hereof (ii) of this Section 8.2(bwhich are to become effective at the Effective Time, if it occurs), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant as provided in Section 7.1 hereof, and subject to the provisions of Section 8.18.1 hereof, this Agreement shall forthwith become void and of no effect with there shall be no liability on the part of any party (or any shareholderof the parties, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the except (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or as set forth in this Section 7.2 and in Sections 5.4, 5.7, 3.1(o) and 3.2(o) hereof, and (ii) failure of either nothing herein shall relieve any party to perform an agreement or covenant from liability for any willful breach hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination HBO pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i)7.1(e) hereof, (Aii) prior by HBO or McKesson pursuant to Section 7.1(b)(ii) hereof because of the failure to obtain the required approval from the McKesson stockholders and at the time of such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary meeting of such termination McKesson's stockholders there shall have been an offer or proposal for, an announcement of any intention with respect to (including, without limitation, the Company filing of a statement of beneficial ownership on Schedule 13D discussing the possibility of or reserving the right to engage in), or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated to, a transaction that would constitute an Alternative Transaction (provided as defined in Section 4.2(a) hereof, except that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(bsuch definition, the applicable percentage shall be fifty percent (50%)) involving McKesson or any of the McKesson Subsidiaries (whether or not such offer, proposal, announcement or agreement shall have been rejected or shall have been withdrawn prior to the time of such termination or of the meeting), upon the earlier (iii) by HBO as a result of entering into such definitive agreement with respect to a Takeover Proposal McKesson's material breach of Section 4.2 or consummation of the transactions contemplated by a Takeover Proposal5.1 hereof which, and (y) in the case of clause Section 5.1 only, is not cured within 30 days after notice thereof to McKesson, or (iv) by HBO pursuant to Section 7.1(g) hereof, McKesson shall pay to HBO a termination fee of Two Hundred Million Dollars ($200,000,000.00) (the "McKesson Termination Fee"). (c) If this Agreement is terminated (i) by McKesson pursuant to Sections 7.1 (f) hereof, (ii) by HBO or McKesson pursuant to Section 7.1(b)(iii) hereof because of this Section 8.2(bthe failure to obtain the required approval from the HBO stockholders and at the time of such termination or prior to the meeting of HBO's stockholders there shall have been an offer or proposal for, an announcement of any intention with respect to (including, without limitation, the filing of a statement of beneficial ownership on Schedule 13D discussing the possibility of or reserving the right to engage in), any agreement with respect to, a transaction that would constitute an Alternative Transaction (as defined in Section 4.2(a) hereof, except that for purposes of clause (i) of such definition, the applicable percentage shall be fifty percent (50%) involving HBO or any of the HBO Subsidiaries (whether or not such offer, proposal, announcement or agreement shall have been rejected or shall have been withdrawn prior to the time of such termination or concurrently with such termination. “of the meeting), (iii) by McKesson as a result of HBO's material breach of Section 4.3 or 5.1 hereof which, in the case of Section 5.1 only, is not cured within 30 days after notice thereof to HBO or (iv) by McKesson pursuant to Section 7.1(h) hereof, HBO shall pay to McKesson a termination fee of Two Hundred Million Dollars ($200,000,000.00) (the "HBO Termination Fee” "). (d) Each Termination Fee payable under Sections 7.2(b) and (c) above shall mean be payable in cash, payable no later than one business day following the delivery of notice of termination to the other party. (e) HBO and McKesson agree that the agreements contained in Sections 7.2(b) and (c) above are an integral part of the transaction contemplated by this Agreement and constitute liquidated damages and not a cash amount equal penalty. If one party fails to $200,000,000promptly pay to the other any fee due under such Sections 7.2(b) and (c), the defaulting party shall pay the costs and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.18.1 hereof, this Agreement shall forthwith become null and void and of have no effect with no effect, without any liability on the part of any party (hereto or its affiliates, directors, officers or shareholders and all rights and obligations of any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, hereto shall cease except that if such termination shall result from the (i) failure this Section 8.2 and the agreements contained in Sections 6.9 and 9.7 and the second sentence of either party to fulfill a condition to the performance of the obligations of the other party or Section 6.11 shall survive any termination, and (ii) failure of either party to perform an agreement or covenant hereof, such no party shall not be released or relieved from liability for any fraud or willful breach of any liability to the other party this Agreement except as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, in this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If (i) the Company has willfully or intentionally breached any representation, warranty, covenant or other agreement contained in this Agreement or the Option Agreement and Parent terminates this Agreement pursuant to Section 8.1(d)(i) or (ii), (ii) Parent terminates this Agreement pursuant to Section 8.1(e) or 8.1(f), or (iii) the Company terminates this Agreement pursuant to Section 8.1(g), then the Company shall pay to Parent an amount in cash equal to the sum of $1,800,000 (the "Termination Amount"). (c) If (i) an Acquisition Proposal has been received by the Company or publicly announced by any Person prior to the final adjournment of the Company's shareholders meeting to be called to consider and vote upon the approval of this Agreement and the Transactions; (ii) this Agreement is thereafter terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii8.1(d)(iii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal ; and (Biii) at any time on within one year after such termination of this Agreement, the Company enters into an agreement relating to an Acquisition Proposal with a Person other than Parent, or the Company Board recommends or resolves to recommend to the Company's shareholders approval or acceptance of an Acquisition Proposal with a Person other than Parent or does not recommend to its shareholders that they reject and do not accept any Acquisition Proposal that is in the form of an actual or proposed tender offer or exchange offer within ten (10) business days of the making or announcement of such offer, then prior to the 12-month anniversary entry into such agreement or the making of such termination recommendation or resolution of approval or acceptance or at the Company or any end of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated such ten (provided that solely for purposes of this Section 8.2(b)(i)(B)10) day period, the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c)as applicable, the Company shall pay to Parent the Termination Fee by wire transfer Amount. (d) The Company shall not enter into any agreement relating to an account designated Acquisition Proposal with a Person other than Parent or MergerCo at any time prior to or within one year after termination of this Agreement, unless such Person shall, prior to the execution of such agreement, have paid or cause to be paid to Parent, to the extent due, any Termination Amount due under this Section 8.2. (e) The parties acknowledge and agree that the provisions for payment of the Termination Amount are included herein in order to induce Parent to enter into this Agreement and to reimburse and compensate Parent for, among other things, costs and expenses incurred related to entering into this Agreement and seeking to consummate the Transactions. Notwithstanding anything to the contrary set forth in this Agreement, (i) any portion of the Termination Amount paid to and retained by Parent) in immediately available funds Parent shall be credited against any subsequent obligation to pay the Termination Amount and (xii) in the case event Parent files suit to seek all or a portion of clause the Termination Amount, Parent shall be reimbursed by the Company for any and all expenses which it has incurred in enforcing its rights hereunder, including without limitation, attorneys' fees and expenses. (if) The right to the payment of the Termination Amount set forth in this Section 8.2 shall be the exclusive remedy at law or in equity to which Parent and MergerCo may be entitled upon termination of this Agreement under the conditions set forth in Section 8.2(b8.1(e) or (f), upon the earlier of entering into such definitive if Parent's only right to terminate this agreement with respect is pursuant to a Takeover Proposal Section 8.1(e) or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(bf), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.

Effect of Termination. Unless otherwise ordered by the Court, in the event that the Effective Date does not occur or this Settlement Agreement should terminate or be cancelled, or otherwise fail to become effective for any reason, including, without limitation, in the event that the Settlement as described herein does not receive Final Approval by the Court or the Final Judgment is reversed, vacated, or modified following any appeal, then: (aA) If this Agreement Within fifteen (15) business days after written notification of such event is terminated sent by counsel for Deutsche Bank or Interim Co-Lead Counsel to all Parties and the Escrow Agent, the Settlement Amount (including any attorneys’ fees, costs, or other expenses previously withdrawn from the Settlement Fund by Interim Co-Lead Counsel pursuant to Section 8.15(F)), and all interest earned in the Settlement Fund or withdrawn amounts under Section 5(F) will be refunded, reimbursed, and repaid by the Escrow Agent to Deutsche Bank, except as provided in Section 9(B). (B) The Escrow Agent or its designee shall apply for any tax refund owed to the Settlement Fund and pay the proceeds to Deutsche Bank, after deduction of any fees or expenses reasonably incurred in connection with such application(s) for refund; (C) The Parties shall be restored to their respective positions in the Action as of the Execution Date, with all of their respective legal claims and defenses preserved as they existed on that date; and (D) Upon termination of this Settlement Agreement, then: (i) this Agreement shall become be null and void and of no effect with no liability on further effect, and neither Deutsche Bank, the part of any party (Representative Plaintiffs, or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance members of the obligations Settlement Class shall be bound by any of the other party or its terms; (ii) failure any and all releases shall be of either party no further force and effect; (iii) the Parties shall be restored to perform an agreement or covenant hereof, such party shall not be relieved of any liability to their respective positions in the other party Action as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Execution Date, with all of their respective legal claims and defenses preserved as they existed on that date; and (iv) any judgment or order entered by the Court in accordance with the terms of this Settlement Agreement shall survive such terminationbe treated as vacated, nunc pro tunc. (b) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.

Effect of Termination. (a) If Subject to paragraphs (b), (c), (d) and (e) of this Section 10.3, in the event of the termination of this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void 10.1 and of no effect with no liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) prior to the other party heretoClosing, all obligations of the parties hereunder shall terminate, except for the respective obligations of the parties under Section 13.12; provided, however, that if such no termination of this Agreement shall result from the (i) failure except as set forth in paragraphs (b), (c), (d) and (e) of either this Section 10.3 and Section 10.4, relieve a defaulting or breaching party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of from any liability to the other party as a result or parties hereto for or in respect of such failure default or breach; provided further, however, that (ii) result in the provisions rescission of Section 6.6, any transaction theretofore consummated hereunder. For purposes of this Section 8.210.3 and Section 10.4, Article IX and Article X hereof and the provisions failure to obtain the Commitment on or prior to June 23, 1997 or the termination of the Confidentiality Agreement Commitment at any time thereafter shall survive such terminationbe deemed to be a breach or default by Buyer of its obligations under this Agreement. (b) If this Agreement is terminated by Seller pursuant to Section 10. 1(b)(ii), (i) Buyer shall be entitled to an immediate return of the Deposit and (ii) Seller shall simultaneously with such notice of termination (which notice of termination shall not be effective unless and until such payment is made and action is taken) take all action required under the Escrow Agreement to cause the Deposit (together with all interest earned thereon) to be released to Buyer and pay to Buyer a termination fee of $1,077,500; provided, that if Seller terminates this Agreement pursuant to 10.1(b)(ii) with respect to an unsolicited proposal for an Alternative Transaction proposed by either Parent or a person who submitted a written proposal prior to the Company date of this Agreement to purchase the System pursuant to the provisions competitive auction conducted by Xxxxxxx & Associates, L.P., then the amount of such termination fee shall be $2,155,000. Any such termination fee shall be liquidated damages and not a penalty, and upon receipt thereof and the Deposit Buyer shall be precluded from exercising any other right or remedy available under this Agreement or applicable law. (c) If this Agreement is terminated for any reason other than pursuant to Section 8.1(b)(i10.l(b)(ii), Section 8.1(b)(iiil0.l(b)(iii), Section l0.l(b)(iv) or Section 8.1(b)(iil0.1(b)(vi) and Buyer is not otherwise in default or breach of this Agreement, Buyer shall be entitled to the immediate return of the Deposit (together with all interest earned thereon), and Seller shall promptly (but in no event more than two Business Days after the case date of a termination of this Agreement) take all action required under the Escrow Agreement to cause the Deposit (together with all interest earned thereon) to be released to Buyer. (d) If this Agreement is terminated by Seller pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal 10.1 (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (Ab)(vi) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary Initial Termination Date, and if prior to such termination, (i) there has occurred a Material Adverse Change in the Financial Markets since the date of this Agreement and (ii) Seller has received written notice from Buyer that its failure to have the Commitment was due solely to such Material Adverse Change in the Financial Markets (which notice shall state with particularity the events which constitute such change), then Seller's damages for the termination of this Agreement shall be limited to $3,026,700. In any action or proceeding to determine damages for termination of this Agreement, Buyer shall have the burden to prove that the provisions of this paragraph (d) are applicable to such termination. (e) If (i) this Agreement is extended by Seller beyond the Initial Termination Date and is subsequently terminated by Seller pursuant to Section l0.1(b)(vi) and (ii) at any time after the Initial Termination Date but prior to the Closing the Commitment is terminated solely because there has been a Material Adverse Change in the Financial Markets following the Initial Termination Date, Seller's damages shall be limited to $3,026,700; provided, that if prior to such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect (x) all conditions to any Takeover Proposal or Closing set forth in Articles VIII and IX, other than Section 9.10, have been satisfied and (y) Buyer has given written notice to Seller stating that Buyer is prepared to consummate the transactions contemplated by any Takeover Proposal are consummated this Agreement and requesting that Seller waive the condition to Closing set forth in Section 9.10 (provided that solely the "Waiver Notice"), then Seller shall be deemed to have waived all damages hereunder for purposes termination of this Section 8.2(b)(i)(B)Agreement if thereafter the conditions to Closing set forth in Article VIII have been satisfied and Buyer is unable to consummate the transactions contemplated by this Agreement solely because the Commitment was terminated by the issuing financial institution after the date of the Waiver Notice and the Commitment was so terminated solely because a "material adverse change," as defined (on commercially reasonable terms, but specifically excluding any material adverse change of or relating to the term “Takeover Proposal” Buyer or its business or financial condition) in the Commitment, occurred after the date of the Waiver Notice. In any action or proceeding to determine damages for termination of this Agreement, Buyer shall have the meaning set forth in burden to prove that the definition provisions of Takeover Proposal except that all references this paragraph (e) are applicable to 10% shall be deemed references such termination. (f) Subject to 30%)Section 10.4, if this Agreement is terminated (i) pursuant to Section 10.1 (b)(vi) or (ii) by Parent for any reason other than pursuant to the provisions of Section 8.1(d10.1 (b)(vi) or pursuant to Section 10. 1(b)(ii), and Buyer is in default or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) breach of this Section 8.2(b)Agreement, upon then in either such case the earlier of entering into such definitive agreement Deposit shall continue to be held by Escrow Agent in accordance with respect to a Takeover Proposal or consummation the terms of the transactions contemplated by a Takeover Proposal, and (y) in the case Escrow Agreement pending final resolution of clause (ii) any claims for damages arising from Buyer's default or breach of this Section 8.2(b), prior to Agreement or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000as otherwise directed by Seller and Buyer.

Effect of Termination. (a) If Subject to Section 8.02(b), in the event of any permitted termination of this Agreement is terminated pursuant to by either the Company or Parent as provided in Section 8.18.01, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party parties or (ii) failure of either party their respective officers or directors except with respect to perform an agreement or covenant hereofSection 3.17, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided furtherSection 4.16, however, that the provisions of Section 6.65.05(d), this Section 8.28.02, Article IX Section 8.03 and Article X hereof and the IX, which provisions of the Confidentiality Agreement shall survive such termination, and except that, notwithstanding anything to the contrary contained in this Agreement, neither Parent nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of this Agreement. (b) If this Agreement is terminated In the event that: (i) by either Parent shall terminate this Agreement pursuant to Section 8.01(g), (ii) the Company shall terminate this Agreement pursuant to Section 8.01(i), or (iii) (A) Parent or the Company shall have terminated this Agreement for any reason other than pursuant to the provisions of Section 8.1(b)(i8.01(c), Section 8.1(b)(iii8.01(d) or Section 8.1(b)(ii8.01(h), (B) the Company shall have received an Acquisition Proposal prior to such termination, and (C) within 180 days of such termination, the Company shall have executed or entered into a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or similar agreement or proposed publicly or agreed to do any of the foregoing with the person making such Acquisition Proposal, and (D) such letter, agreement or proposal contemplates a merger, reorganization, share exchange, consolidation, business combination, reorganization, liquidation, dissolution or similar transaction involving the disposition of 50% or more of the consolidated assets (including without limitation stock of its subsidiaries) of the Company and its subsidiaries taken as a whole, then the Company shall promptly, but in no event later than the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary date of such termination (or, if later, with respect to a termination under Section 8.02(b)(iii) above, the date the Company or any of its Subsidiaries subsidiaries enters into a definitive any such letter, agreement with respect to or proposal or consummates any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(Bsuch transaction), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent $45 million (the "Termination Fee Fee") by wire transfer (to an account designated by Parent) in of immediately available funds (x) funds. If this Agreement is terminated as contemplated in the case of clause (i) of this Section 8.2(b8.02(b), upon such termination will not be effective until payment of the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation fee required by this Section 8.02(b). (c) The parties acknowledge that the agreements contained in this Section 8.02 and in Section 8.03 are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement, and that, without these agreements, none of the parties would enter into this Agreement; accordingly, if the Company fails promptly to pay any amount due pursuant to this Section 8.02 or the Company or Parent fails promptly to pay any amount due pursuant to Section 8.03, and, in order to obtain such payment, the party that has not been so paid commences a suit which results in a judgment against the Company for the fee set forth in this Section 8.02 or the Expenses set forth in Section 8.03, the non-paying party will pay to the other party its costs and expenses (yincluding attorneys' fees and expenses) in connection with such suit, together with interest on the case amount of clause (ii) the fee at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. The parties agree that any remedy or amount payable pursuant to this Section 8.2(b)8.02 will not preclude any other remedy or amount payable hereunder and will not be an exclusive remedy for any breach of any representation, prior to warranty, covenant or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000agreement contained in this Agreement.

Effect of Termination. (a) If Notwithstanding any provision of this Agreement to the contrary, if: (i) (A) this Agreement is validly terminated pursuant to Section 8.1, this Agreement shall become void and of no effect with no liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i9.1(b)(ii), Section 8.1(b)(iii9.1(b)(iii) or Section 8.1(b)(ii9.1(d)(i) (due in any such case to a breach of Section 7.7), but (B) following the execution and delivery of this Agreement and in the case of a termination pursuant to Section 8.1(b)(ii9.1(b)(ii) or Section 9.1(d)(i), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made)prior to such termination, and, and in the case of any a termination under this clause (ipursuant to Section 9.1(b)(iii), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or Meeting, any Person shall have publicly announced an intention bona fide Alternative Proposal (whether or not conditionalsubstituting fifty percent (50%) to make a Takeover Proposal and for the twenty percent (B20%) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning thresholds set forth in the definition of Takeover Proposal except that all references “Alternative Proposal”) (a “Qualifying Transaction”) shall have been communicated to 10% shall be deemed references the Company or a member of the Company Board (whether or not publicly disclosed) and not withdrawn or otherwise abandoned (and, if publicly disclosed, not publicly withdrawn or otherwise abandoned) and (C) within twelve (12) months following the termination of this Agreement pursuant to 30%Section 9.1(b)(ii), Section 9.1(b)(iii) or Section 9.1(d)(i), as applicable, a Qualifying Transaction is consummated; or (ii) by Parent pursuant to the provisions of Section 8.1(d), or this Agreement is terminated by the Company pursuant to the provisions of Section 8.1(c9.1(c)(ii) or by Parent pursuant to Section 9.1(d)(ii), then in any such event the Company shall pay to Parent the Termination Fee (or a Person designated in writing by Parent) by wire transfer (of same-day funds a fee equal to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such terminationCompany Termination Fee. “Company Termination Fee” shall mean a cash an amount equal to $200,000,00018,900,000. Such payment shall be made, in the case of a termination referenced in clause (i) above, upon the consummation of any Qualifying Transaction, or in the case of a termination referenced in clause (ii) above, concurrently with the termination of this Agreement by the Company pursuant to Section 9.1(c)(ii) or within two (2) Business Days after termination of this Agreement by Parent pursuant to Section 9.1(d)(ii). For the avoidance of doubt, in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

Effect of Termination. (a) If In the event of the valid termination of this Agreement is terminated as provided in Section 9.1, written notice thereof shall forthwith be given to the other Party or Parties specifying the provision hereof pursuant to Section 8.1which such termination is made, and this Agreement shall forthwith become null and void and of no effect with there shall be no liability on the part of any party (Parent, Acquisition Sub or any shareholderthe Company, directorexcept that the Confidentiality Agreement, officerSection 7.3, employee, agent, consultant or representative of this Section 9.2 and Section 10.3 through Section 10.13 shall survive such party) to the other party heretotermination; provided, however, that if nothing herein shall relieve any Party from liability for a Willful Breach of this Agreement prior to such termination shall result from (which the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party Parties acknowledge and agree shall not be relieved limited to reimbursement of any liability out-of-pocket expenses or out-of-pocket costs, and may include the benefit of the bargain lost by (x) the Company or its stockholders (taking into consideration relevant matters, including the total amount payable to such stockholders under this Agreement and the time value of money) which shall be deemed in such event to be damages of the Company (including on behalf of stockholders as third party beneficiaries hereof, which, for the avoidance of doubt, shall only be enforceable on behalf of such stockholders by the Company), or (y) Parent, as applicable); provided further that, notwithstanding the foregoing or anything to the other party as a result of such failure or breach; provided furthercontrary contained in this Agreement, however, except in the event that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i1) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions Section 9.1(b) as a result of a Willful Breach by Parent of Section 8.1(c7.2(a), 7.2(b) or 7.2(c), (2) by the Company or Parent pursuant to Section 9.1(d) if a Willful Breach by Parent of Section 7.2(a), 7.2(b) or 7.2(c) was a principal cause of, or resulted in, the failure of the Transactions to be consummated by the Outside Date and (3) by the Company pursuant to Section 9.1(f) if a primary cause of the applicable order, injunction, decree or ruling (or applicable failure to issue an order, injunction, decree or ruling) was, or the applicable order, injunction, decree or ruling (or applicable failure to issue an order, injunction, decree or ruling) resulted from, Parent’s Willful Breach of Section 7.2(a), 7.2(b) or 7.2(c), the Company (including on behalf of stockholders) shall pay not be entitled to recover any amounts, and neither Parent nor Acquisition Sub shall have any liability (other than expressly pursuant to Section 9.2(c)), in the event that the Company is entitled to the payment of the Regulatory Fee and the Regulatory Fee is paid in accordance with Section 9.2(c)); provided further that, notwithstanding the foregoing or anything to the contrary contained in this Agreement, in the event that the Company is entitled to payment of and is paid the Parent Termination Fee by wire transfer pursuant to Section 9.2(d) (to an account designated by Parent) in immediately available funds unless (x) this Agreement is terminated by the Company pursuant to Section 9.1(h) (other than as a result of Parent’s or Acquisition Sub’s inability to obtain the Requisite Financing, except in the case of circumstance described in clause (iy) of this Section 8.2(bproviso), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in Parent’s or Acquisition Sub’s Willful Breach of Section 7.13 is a material cause of the case failure of clause (ii) of this Section 8.2(bsuch Requisite Financing to be available), prior the Company (including on behalf of stockholders) shall not be entitled to or concurrently with such termination. “recover any amounts in excess of the Parent Termination Fee” shall mean a cash amount equal to $200,000,000.

Effect of Termination. (a) If In the event of the termination and abandonment of this Agreement is terminated pursuant to Section 8.19.1 hereof, this Agreement shall immediately become void and of have no effect with no liability on the part effect, all rights and obligations of any party (or hereto shall cease except for agreements contained in Section 10.5 and neither party shall have any shareholder, director, officer, employee, agent, consultant or representative of such party) liability to the other party heretoparties or any of their affiliates, directors, trustees, officers or shareholders; provided, however, that if such termination nothing herein shall result relieve any party from the (i) failure of either party obligation to fulfill a condition make payments to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other another party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, required pursuant to this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination9. (b) If (A) Kimco terminates this Agreement is terminated pursuant to (x) Section 9.1(c) as a result of a willful breach by MART, (y) Section 9.1(e), or (z) Section 9.1(f) in circumstances in which the Board of Trustees of MART failed to make, or withdrew, modified, amended or qualified its approval or recommendation of the Merger in a manner adverse to Kimco, or (B) MART terminates this Agreement pursuant to Section 9.1(h), then in any such event MART shall pay to Kimco an amount in cash equal to (i) $15,500,000 (the "Termination Amount") in addition to (ii) any Kimco Break-Up Expenses (as defined in Section 9.2(c) hereof) that may be payable by either Parent or the Company MART to Kimco pursuant to Section 9.2(c), subject to the provisions of Section 8.1(b)(i9.3. (c) If (A) Kimco terminates this Agreement pursuant to (x) Section 9.1(c) as a result of a material breach (including, without limitation, a willful breach) by MART, (y) Section 9.1(e), or (z) Section 8.1(b)(iii9.1(f) in circumstances in which the Board of Trustees of MART failed to make, or Section 8.1(b)(ii)withdrew, but modified, amended or qualified its approval or recommendation of the Merger in the case of a termination manner adverse to Kimco; (B) MART terminates this Agreement pursuant to Section 8.1(b)(ii9.1(h), or (C) if either party terminates this Agreement pursuant to Section 9.1(g) in circumstances in which the only if condition to Closing in Article VIII hereof that has not been satisfied or waived as of the applicable Final Order Termination Date is based on the existence of a Takeover Proposal (whether or not modified after it is first madeSection 8.3(i), andthen in any such event, MART shall pay all of Kimco's out-of-pocket costs and expenses incurred in connection with this Agreement and the case transactions contemplated hereby, including, without limitation, fees and disbursements of any termination under this clause accountants, attorneys and investment bankers in an amount not to exceed the lesser of the actual amount of such costs and expenses incurred and $2,500,000 (iall such expenses, "Kimco Break-Up Expenses"), subject to the provisions of Section 9.3. (d) If (A) prior to such termination MART's Shareholders Meeting, an Acquisition Proposal has been received by MART or a Takeover Person has publicly disclosed an Acquisition Proposal shall have been made known to the Company or its shareholders an intent or any Person shall have publicly announced an intention (whether or not conditional) desire to make a Takeover an Acquisition Proposal and (B) at any time on or prior to the 12-twelve month anniversary of such the termination the Company or any of its Subsidiaries this Agreement by either party pursuant to Section 9.1(f), MART enters into a definitive letter of intent, agreement in principle or agreement relating to an Acquisition Proposal with respect a Person other than Kimco or MART's Board of Trustees recommends or resolves to any Takeover recommend that MART' shareholders approve an Acquisition Proposal or with a Person other than Kimco, then upon the transactions contemplated consummation of such transaction, MART shall pay to Kimco the Termination Amount and the Kimco Break-Up Expenses in accordance with the provisions of Section 9.3, which amount shall be reduced by any Takeover Proposal are consummated (provided that solely for purposes monies previously paid by MART to Kimco pursuant to Section 9.2(c). At any time prior to the twelve month anniversary of the termination of this Agreement, MART shall not enter into any letter of intent, agreement in principle or agreement relating to an Acquisition Proposal with a Person other than Kimco unless such letter of intent, agreement in principle or agreement provides that such Person shall, upon the consummation of the transaction contemplated thereby, pay any Termination Amount and any Kimco Break-Up Expenses due Kimco under this Section 8.2(b)(i)(B9.2(d) in accordance with the provisions of this Article 9. (e) If MART terminates this Agreement pursuant to Section 9.1(d), the term “Takeover Proposal” shall have the meaning set forth in the definition as a result of Takeover Proposal except that all references to 10% shall be deemed references to 30%a material breach by Kimco (including, without limitation, a willful breach), or then Kimco shall pay all of MART's out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated hereby, including, without limitation, fees and disbursements of accountants, attorneys and investment bankers in an amount not to exceed the lesser of the actual amount of such costs and expenses incurred and $2,500,000 (ii) by Parent pursuant the "MART Break-Up Expenses" and, together with the Kimco Break-Up Expenses, the "Break-Up Expenses"), subject to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of 9.3. (f) If required under this Section 8.1(c)9.2, the Company shall pay Parent payment of the Break-Up Expenses and, if applicable, the Termination Fee by wire transfer (to an account designated by Parent) Amount, shall be paid in immediately available funds within two (x2) business days after the date of the event giving rise to the obligation to make such payment; provided that, in connection with a termination pursuant to Section 9.1(h), the Termination Amount and Break-Up Expenses shall be paid concurrently with such termination as contemplated by Section 9.1(h) and, in the case of clause (i) payment of this the Termination Amount pursuant to Section 8.2(b9.2(d), the Termination Amount shall be paid upon the earlier consummation of entering into such definitive agreement with respect to a Takeover Proposal or consummation transaction as contemplated in such Section 9.2(d). The parties acknowledge and agree that the provisions for payment of the Termination Amount and/or the Break-Up Expenses are an integral part of the transactions contemplated by this Agreement and are included herein in order to induce the parties to enter into this Agreement and to reimburse the parties for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, if either party fails to pay promptly the Termination Amount and/or Break-Up Expenses due under this Section 9.2, the defaulting party shall reimburse the other party on demand for all costs and expenses (including legal fees and expenses) incurred in connection with any action, including any legal action, taken to collect payment of such amounts, together with interest on the amount of any unpaid fee at the publicly announced prime rate of Citibank, N.A. plus two percent per annum, compounded quarterly, from the date such fee was required to be paid. (g) Notwithstanding anything to the contrary in this Agreement, Kimco expressly acknowledges and agrees that, with respect to any termination of this Agreement in circumstances where the Termination Amount and/or Kimco Break-Up Expenses are payable in accordance with this Section 9.2, the payment of the Kimco Break-Up Expenses, and, if applicable, the Termination Amount, shall constitute liquidated damages with respect to any claim for damages or any other claim which Kimco would otherwise be entitled to assert against MART or any of the MART Subsidiaries or any of their respective assets, or against any of their respective trustees, directors, officers, employees, partners, managers, members or shareholders, with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to Kimco. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any termination of this Agreement in circumstances where the Kimco Break-Up Expenses, and, if applicable, the Termination Amount, are payable in accordance with this Section 9.2, the right to such payments: (i) constitute a Takeover Proposalreasonable estimate of the damages that will be suffered by reason of any such proposed or actual termination of this Agreement, and (yii) shall be in full and complete satisfaction of any and all damages arising as a result of the case foregoing. Except for nonpayment of clause the amounts set forth in this Section 9.2, Kimco hereby agrees that, upon any termination of this Agreement in circumstances where the Kimco Break-Up Expenses, and, if applicable, the Termination Amount, are payable in accordance with this Section 9.2, in no event shall Kimco (A) seek to obtain any recovery or judgment against MART or any MART Subsidiary or any of their respective assets, or against any of their respective trustees, directors, officers, employees, partners, managers, members or shareholders, or (B) be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. (h) Notwithstanding anything to the contrary in this Agreement, MART expressly acknowledges and agrees that, with respect to any termination of this Agreement in circumstances where the MART Break-Up Expenses are payable in accordance with this Section 9.2, the payment of the MART Break-Up Expenses shall constitute liquidated damages with respect to any claim for damages or any other claim which MART would otherwise be entitled to assert against Kimco or Merger Sub or any of their respective assets, or against any of their respective directors, officers, employees, partners, managers, members or shareholders, with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to MART. The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any termination of this Agreement in circumstances where the MART Break-Up Expenses are payable in accordance with Section 9.2, the right to such payments (i) constitute a reasonable estimate of the damages that will be suffered by reason of any such proposed or actual termination of this Agreement, and (ii) shall be in full and complete satisfaction of any and all damages arising as a result of the foregoing. Except for nonpayment of the amounts set forth in this Section 9.2, MART hereby agrees that, upon any termination of this Agreement in circumstances where the MART Break-Up Expenses are payable in accordance with this Section 8.2(b)9.2, prior in no event shall MART (A) seek to obtain any recovery or concurrently with such termination. “judgment against Kimco or any of the Kimco Subsidiaries or any of their respective assets, or against any of their respective directors, officers, employees, partners, managers, members or stockholders, or (B) be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. (i) Notwithstanding any provision to the contrary herein, the aggregate amount of the Termination Fee” Amount or Kimco Break-Up Expenses, as the case may be, pursuant to this Section 9.2 shall mean a cash amount equal be subject to $200,000,000the limitations set forth in Section 9.3.

Effect of Termination. (a) If In the event of any termination of this Agreement is terminated pursuant to as provided in Section 8.19.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Sovereign, ICBC, any of their respective Subsidiaries or any of the part officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any shareholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Section 7.2(b), this Section 9.2, and Article X shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party or this Agreement and (ii) failure notwithstanding anything to the contrary contained in this Agreement, none of either party to perform an agreement Sovereign, Merger Sub or covenant hereof, such party ICBC shall not be relieved or released from any liabilities or damages arising out of its willful breach of any liability to provision of this Agreement or, in the other party as a result case of such failure or breach; provided furtherSovereign, however, that the provisions any breach of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination5.9 hereof. (b) If ICBC shall pay Sovereign, by wire transfer of immediately available funds, the sum of $100,000,000 (the “Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination ICBC pursuant to Section 8.1(b)(ii9.1(g), only if ICBC shall pay the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) entire Termination Fee at any time on or prior to the 12-month anniversary time of such termination; (ii) if this Agreement is terminated by Sovereign pursuant to Section 9.1(f)(ii), 9.1(f)(iii), 9.1(f)(iv) or 9.1(h), ICBC shall pay (x) an amount equal to 1/3 of the Termination Fee on or before the second Business Day after the date of such termination the Company and (y) if within 15 months following such termination ICBC or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal to, or the transactions contemplated by any Takeover Proposal are consummated consummates, a Business Combination (provided that solely for purposes of this Section 8.2(b)(i)(Bas hereinafter defined), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company ICBC shall pay Parent the remainder of the Termination Fee on or before the second Business Day after the date of such execution or consummation; and (iii) if this Agreement is terminated by wire transfer (either Sovereign or ICBC pursuant to an account designated by ParentSection 9.1(e) in immediately available funds (x) in or 9.1(f)(i), and a proposal with respect to a Business Combination shall have been publicly announced or otherwise communicated or made known to the case stockholders of clause (i) ICBC at any time after the date of this Section 8.2(b)Agreement and on or prior to the date of the ICBC Stockholders Meeting, upon the earlier then if within 15 months after such termination ICBC or any of entering its Subsidiaries enters into such a definitive agreement with respect to to, or consummates, a Takeover Proposal Business Combination, ICBC shall pay the Termination Fee on or consummation before the second Business Day after the date of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to such execution or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000consummation.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and of no effect with there shall be no liability on the part of any party (Purchaser, Merger Sub or the Company or any shareholderof their respective affiliates, directordirectors, officerofficers, employeeor stockholders, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the except (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or as set forth in this Section 7.5 and Section 8.3 and (ii) failure nothing herein shall relieve any party from liability for any willful breach of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If In the event that: (i) Company shall have terminated this Agreement pursuant to Section 7.3(a); or (ii) this Agreement is terminated (i) by either Parent Purchaser or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii7.2(b) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal 7.2(c) and both (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (Ax) prior to such termination a Takeover termination, an Acquisition Proposal shall have been made known to the Company Board or its shareholders the Company or publicly announced and, in each case, not irrevocably withdrawn, or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover an Acquisition Proposal which intention has not been irrevocably withdrawn and (By) at within twelve months after the date of such termination, the Company consummates any time on or prior transaction specified in the definition of “Acquisition Proposal;” then in any such case, the Company shall pay Purchaser a termination fee of $15,200,000 by wire transfer of immediately available funds to the 12-month anniversary of account or accounts designated by Purchaser. Such payment shall be made (1) concurrently with such termination in the case of a termination by the Company or any pursuant to Section 7.3(a) and (2) on the first business day after the consummation of its Subsidiaries enters into the transaction referred to in clause (y) of Section 7.5(b)(ii) in the case of a definitive agreement with respect termination fee payable pursuant to any Takeover Proposal or Section 7.5(b)(ii). For the transactions contemplated by any Takeover Proposal are consummated (provided that solely for avoidance of doubt, the Company shall not be required to pay a termination fee pursuant to more than one clause of this Section 7.5(b). For purposes of this Section 8.2(b)(i)(B7.5(b), the term “Takeover Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.2(a) except that references in Section 5.2(a) to “15%” shall be replaced by “50%”. (c) If the Company shall have terminated this Agreement pursuant to (i) Section 7.2(b) if the failure to satisfy the conditions set forth in Section 6.2(a) or Section 6.2(b) shall have resulted in the definition of Takeover Proposal except that all references Merger not occurring prior to 10% shall be deemed references to 30%), the Outside Date or (ii) Section 7.3(b), then, in any such case, Purchaser shall pay the Company a termination fee of $4,000,000 within one business day following such termination, in immediately available funds by Parent wire transfer to such account or accounts as the Company may designate in writing to the Purchaser. (d) If the Purchaser shall have terminated this Agreement pursuant to (i) Section 7.2(b) if the provisions of failure to satisfy the conditions set forth in Section 8.1(d), 6.3(a) or by Section 6.3(b) shall have resulted in the Company pursuant Merger not occurring prior to the provisions of Outside Date or (ii) Section 8.1(c)7.4, then, in any such case, the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) Purchaser a termination fee of $4,000,000 within one business day following such termination, in immediately available funds by wire transfer to such account or accounts as the Purchaser may designate in writing to the Company. (xe) in the case of clause If both (i) the Company shall have withdrawn or modified the Company Board Recommendation pursuant to Section 5.3(b) and (ii) the condition set forth in Section 6.1(a) shall not have been satisfied, then, in any such case, the Company shall pay the Purchaser a termination fee of $15,200,000 within one business day following the termination of this Agreement, in immediately available funds by wire transfer to such account or accounts as the Purchaser may designate in writing to the Company. (f) The parties acknowledge that the termination fees set forth above constitute a reasonable estimate of the damages that will be suffered by reason of the termination of this Agreement and shall be in full and complete satisfaction of any and all damages arising as a result of such termination. The parties further acknowledge that the agreements contained in this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation 7.5 are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement, and (y) in that, without these agreements, the case of clause (ii) of parties would not enter into this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000Agreement.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Parent, the part Company, any of their respective Subsidiaries or any of the officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any shareholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Sections 6.2(b) and this Section 8.2 and Article IX shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party or this Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Parent nor the Company shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of any liability provision of this Agreement occurring prior to termination (which, in the case of the Company, shall include the loss to the other party as a result holders of such failure or breach; provided furtherCompany Common Stock and Company Equity Awards of the economic benefits of the Merger, howeverincluding the loss of the premium offered to the holders of Company Common Stock and Company Equity Awards, it being understood that the provisions Company shall be entitled to pursue damages for such losses and to enforce the right to recover such losses on behalf of Section 6.6, this Section 8.2, Article IX and Article X hereof its shareholders and the provisions holders of Company Equity Awards in its sole and absolute discretion, and any amounts received by the Confidentiality Agreement shall survive such terminationCompany in connection therewith may be retained by the Company). (bi) If In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management of the Company or has been made directly to its stockholders generally or any person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to the Company and (A) thereafter this Agreement is terminated (i) by either Parent or the Company pursuant to Section 8.1(c) without the provisions Requisite Company Vote having been obtained (and all other conditions set forth in Sections 7.1 and 7.3 had been satisfied or were capable of Section 8.1(b)(i), Section 8.1(b)(iiibeing satisfied prior to such termination) or Section 8.1(b)(ii), but in the case of a termination (B) thereafter this Agreement is terminated by Parent pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence 8.1(d) as a result of a Takeover willful breach, and (C) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not modified after it is first madethe same Acquisition Proposal as that referred to above), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to then the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal shall, on the earlier of the date it enters into such definitive agreement and (B) at any time on or prior to the 12-month anniversary date of consummation of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B)transaction, the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%)pay Parent, or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer of same day funds, a fee equal to $69,500,000 (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) “Termination Fee”); provided, that for purposes of this Section 8.2(b), upon all references in the earlier definition of entering into such definitive agreement with respect Acquisition Proposal to “25%” shall instead refer to “50%”. (ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay Parent, by wire transfer of same day funds, the Termination Fee on the date of termination. (c) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(e), then Parent shall pay the Company, by wire transfer of same day funds, the Termination Fee on the date of termination. (d) Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages arising out of the other party’s fraud or willful and material breach of any provision of this Agreement, in the event that this Agreement is terminated as provided in Section 8.1, the maximum aggregate amount of monetary fees, liabilities or damages payable by a Takeover Proposal or consummation single party under this Agreement shall be equal to the Termination Fee, and neither the Company nor Parent shall be required to pay the Termination Fee on more than one occasion. (e) Each of Parent and the Company acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement, and that, without these agreements, the other party would not enter into this Agreement; accordingly, if Parent or the Company fails promptly to pay the amount due pursuant to this Section 8.2, and, in order to obtain such payment, the other party commences a suit which results in a judgment against the non-paying party for the Termination Fee, such non-paying party shall pay the costs and expenses of the other party (yincluding reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if Parent or the Company, as the case may be, fails to pay the amounts payable pursuant to this Section 8.2, then such party shall pay interest on such overdue amounts (for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” (as announced by JPMorgan Chase & Co. or any successor thereto) in effect on the date on which such payment was required to be made for the period commencing as of the date that such overdue amount was originally required to be paid. The amounts payable by Parent and the Company, as applicable, pursuant to Section 8.2(b) constitute liquidated damages and not a penalty, and, except in the case of clause (ii) fraud or willful and material breach of this Section 8.2(b)Agreement, prior to or concurrently with shall be the sole monetary remedy of the Company and Parent, as applicable, in the event of a termination of this Agreement specified in such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000section.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Parent, Company, Merger Sub, any of their respective Subsidiaries or any of the part officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any shareholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Section 6.4(b), this Section 8.2 and Article IX shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party or this Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Parent nor the Company shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of any liability to the other party as a result provision of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If (i) In the event that (A) this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.1(c), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination by Parent pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence 8.1(d) as a result of a Takeover Proposal material breach of covenant by the Company, and (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (AB) prior to the date of such termination a Takeover termination, an Acquisition Proposal shall have been made known to senior management of the Company or its shareholders shall have been made publicly known or any Person person shall have publicly announced an intention (whether or not conditional) to make a Takeover Acquisition Proposal and (BC) at any time on or prior to within twelve (12) months of the 12-month anniversary date of such termination termination, the Company or any of its Subsidiaries enters into a definitive agreement or consummates a transaction with respect to any Takeover an Acquisition Proposal (whether or not the transactions contemplated by any Takeover same Acquisition Proposal are consummated as that referred to in clause (provided that solely for purposes B) of this Section 8.2(b)(i)(B8.2(b)(i)), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by then the Company pursuant to shall, on the provisions earlier of Section 8.1(c)the date it enters into such definitive agreement and the date of consummation of such transaction, the Company shall pay Parent the Termination Fee Parent, by wire transfer of same day funds, a fee equal to $17.8 million (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) “Termination Fee”); provided, that for purposes of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) all references in the case definition of clause Acquisition Proposal to “twenty (ii) of this Section 8.2(b20%), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal instead refer to $200,000,000“fifty (50%)”.

Effect of Termination. (aExcept as provided in Section 9.5(a) If or Section 9.5(b), in the event of termination of this Agreement is terminated and the abandonment of the Merger pursuant to Section 8.1this ARTICLE IX, this Agreement (other than the last sentence of Section 1.3, Section 7.4(a), the last sentence of Section 7.4(b) and ARTICLE IX and ARTICLE X) shall become void and of no effect with no liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the of its directors, officers, employees, agents, legal and financial advisors or other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationrepresentatives). (ba) If In the event that this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), 9.3(b) or by Parent pursuant to Section 8.1(b)(iii9.4(a)(ii)(A) or Section 8.1(b)(ii9.4(a)(iv) or (ii) (A) by the Company pursuant to Section 9.3(a)(i) or Section 9.3(a)(ii) or (B) by Parent pursuant to Section 9.4(a)(i), but in the case of a termination pursuant to Section 8.1(b)(iieither (A) or (B), only if due to a failure of the applicable Final Order is based Offer Condition set forth in Paragraph 1(a) of Exhibit B to be satisfied at any scheduled expiration of the Offer and, with respect to clause (ii) only, (x) at any time on or after the existence of a Takeover date hereof and prior to such termination an Acquisition Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (Aconditional) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders publicly announced or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal an Acquisition Proposal, and (By) within twelve months after the date of such termination, the Company consummates any transaction specified in the definition of “Acquisition Proposal” with such Person or any of its Affiliates; then in any such case, the Company shall pay Parent a termination fee of $9,000,000 (the “Company Termination Fee”), by wire transfer of immediately available funds to the account or accounts designated by Parent. Such payment shall be made (1) concurrently with, and as a condition precedent to, such termination in the case of a termination by the Company pursuant to Section 9.3(b) and (2) on the first Business Day following the date of such termination in the case of a termination by Parent pursuant to Section 9.4(a)(ii)(A) or Section 9.4(a)(iv) or (3) on the first Business Day after the consummation of the transaction referred to in clause (ii)(y) of this Section 9.5(a). Subject to and without limitation of Parent’s right to receive the Company Termination Fee if payable pursuant to the first two sentences of this Section 9.5(a) and to receive any amounts payable or reimbursable to Parent pursuant to Section 9.5(c) and the penultimate sentence of Section 9.6, Parent, Purchaser and their respective Affiliates shall have no remedy at law against the Company and its Affiliates, stockholders, directors, officers or agents, either before or after the termination of this Agreement, for any time on loss or damage suffered as a result of the failure of the Offer or the Merger or the other transactions contemplated by this Agreement to be consummated or for a breach or failure to perform or comply by the Company under or in connection with this Agreement. Without limitation of the immediately preceding sentence and for the avoidance of doubt, upon termination of this Agreement, except for Parent’s right to receive the Company Termination Fee if payable pursuant to the first two sentences of this Section 9.5(a) and to receive any amounts payable or reimbursable to Parent pursuant to Section 9.5(c) and the penultimate sentence of Section 9.6, neither the Company nor any of its Affiliates, stockholders, directors, officers or agents shall have any further liability or obligation relating to or arising out of or in connection with this Agreement or the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, Parent and Purchaser agree that, in no event shall Parent, Purchaser or their respective Affiliates seek to recover, and they hereby waive any right to, any money damages or any other monetary recovery, monetary judgment or monetary damages of any kind, including consequential, indirect or punitive damages, in connection with this Agreement or the transactions contemplated hereby against the Company or its Affiliates, stockholders, directors, officers or agents (other than Table of Contents for payment if and when due of the Company Termination Fee pursuant to the first two sentences of this Section 9.5(a) and of any amounts payable or reimbursable to Parent pursuant to Section 9.5(c) and the penultimate sentence of Section 9.6). Notwithstanding anything else herein to the contrary, nothing in this Section 9.5(a) shall in any way limit Parent’s right, prior to the 12-month anniversary termination of this Agreement, to injunctive relief and specific performance as set forth in Section 10.7, including as provided in Section 7.3(h). (b) If this Agreement is terminated by Parent pursuant to Section 9.4(b) or by the Company pursuant to Section 9.3(a)(iii), Parent shall promptly, and in any event within five Business Days after the date of such termination, pay the Company a termination fee of $9,000,000 (the “Parent Termination Fee”) by wire transfer of immediately available funds. Subject to and without limitation of the Company’s right to receive the Parent Termination Fee if payable pursuant to the first sentence of this Section 9.5(b), and to receive any amount payable to the Company pursuant to Section 9.5(c), the Company and its Affiliates shall have no remedy at law (except as set forth in Section 9.6 (to the extent set forth therein)) or in equity against Parent, Purchaser and their respective Affiliates, stockholders, directors, officers or agents, either before or after termination of this Agreement, for any loss or damage suffered as a result of the failure of the Offer or the Merger or the other transactions contemplated by this Agreement to be consummated or for a breach or failure to perform or comply by Parent or Purchaser under or in connection with this Agreement. Without limitation of the immediately preceding sentence and for the avoidance of doubt, upon termination of this Agreement, except for the Company’s right to receive the Parent Termination Fee if payable pursuant to the first sentence of this Section 9.5(b) and to receive any amount payable to the Company pursuant to Section 9.5(c), and except as provided in Section 9.6 (to the extent set forth therein), none of Parent, Purchaser or their respective Affiliates, stockholders, directors, officers or agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, other than the obligations of Parent set forth in the last sentence of Section 1.3, in Section 7.4(a) and in the last sentence of Section 7.4(b). Notwithstanding anything herein to the contrary, the Company agrees that in no event shall the Company or any of its Subsidiaries enters into a definitive agreement Affiliates seek to recover, and they hereby waive any right to, any money damages, equitable relief or any other recovery, judgment or damages of any kind, including consequential, indirect or punitive damages, in connection with respect to any Takeover Proposal this Agreement or the transactions contemplated by any Takeover Proposal are consummated (provided that solely hereby against Parent, Purchaser and their respective Affiliates, stockholders, directors, officers or agents, other than for purposes payment if and when due of the Parent Termination Fee pursuant to the first sentence of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references 9.5(b) and any amount payable to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c9.5(c), and for payment of the fees and expenses of the Company shall pay Parent incurred in connection with this Agreement, subject to and in accordance with Section 9.6. (c) Each of the Termination Fee by wire transfer (to an account designated by Parent) parties hereto acknowledges that the agreements contained in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation 9.5 are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement. In the event that the Company shall fail to pay the Company Termination Fee if and when due pursuant to the first two sentences of Section 9.5(a) or Parent shall fail to pay the Parent Termination Fee when due pursuant to the first sentence of Section 9.5(b), the Company or Parent, as the case may be, shall reimburse the other party for all reasonable costs and expenses actually incurred or accrued by such other party (yincluding reasonable fees and expenses of counsel) in connection with the case collection of clause (ii) of this Section 8.2(b), prior to the Parent Termination Fee or concurrently with such termination. “the Company Termination Fee” shall mean a cash amount equal to $200,000,000, as applicable.

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.17.1, then this Agreement (other than as set forth in Section 5.13, this Agreement Section 7.2, Section 7.3, Section 7.4 and Article VIII, which provisions shall survive such termination) shall become void and of no effect with no liability on the part of any party hereto (or of any shareholderof its directors, directorofficers, officeremployees, employeeagents, agent, consultant legal or representative of such party) to the financial advisors or other party heretorepresentatives); provided, however, that if such termination neither the Company nor Parent shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved or released from any liabilities arising out of any liability to the other party as a result its material breach of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If this Agreement is terminated (i) Parent terminates this Agreement pursuant to Section 7.1(g)(i) or 7.1(i), (ii) the Company terminates this Agreement pursuant to Section 7.1(h), (iii) Parent or the Company terminates this Agreement pursuant to Section 7.1(b) without the Company Shareholders Meeting having occurred, Parent or the Company terminates this Agreement pursuant to Section 7.1(d) or Parent terminates this Agreement pursuant to Section 7.1(g)(ii), or (iv) Parent or the Company terminates this Agreement (except as otherwise provided in the preceding clauses (i), (ii) or (iii)) following a material breach by either the Company or any of its Affiliates or Representatives of any of the material provisions of Section 5.6 (other than a termination (x) by the Company pursuant to Section 7.1(f) or (y) by Parent or the Company pursuant to the provisions of Section 8.1(b)(i7.1(c), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, and in the case of any such termination under this pursuant to Section 7.1(b), 7.1(d) or 7.1(g)(ii) or any termination described in the preceding clause (i), iv) (A) at any time after the date of this Agreement and prior to such termination a Takeover an Acquisition Proposal shall have been made known publicly announced or otherwise communicated in any manner to the senior management or Board of Directors of the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) otherwise publicly communicated to make a Takeover Proposal the shareholders of the Company generally and (B) at any time on or prior to the 12-month anniversary date that is 12 months after the effective date of such termination termination, the Company or any of its Subsidiaries enters shall enter into a definitive agreement with respect to any Takeover an Acquisition Proposal or an Acquisition Proposal is consummated, then in connection with any such termination pursuant to the preceding clauses (i) through (iv) the Company shall pay to Parent a termination fee equal to $1,300,000 (the “Termination Fee") and shall reimburse Parent for its reasonable, documented out-of-pocket fees and expenses incurred in connection with the transactions contemplated by any Takeover Proposal are consummated this Agreement up to a maximum of $800,000 (provided the “Termination Expenses"); provided, however, that solely if, prior to the No-Shop Period Start Time, (x) Parent terminates this Agreement pursuant to Section 7.1(i), then (y) for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii7.2(b) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee shall equal $1,100,000 and the Termination Expenses shall be up to a maximum of $750,000. The Company shall satisfy its obligation under the preceding sentence by the wire transfer (of immediately available funds to an account designated by Parent) in immediately available funds that Parent designates (x) in the case of termination pursuant to clause (i) or (ii) above, not later than the time of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, termination and (y) in the case of clauses (iii) or (iv) above, not later than the second Business Day after the date on which the Company consummates an Acquisition Proposal (as that term is defined for purposes of clause (iiB) of Section 7.2(b)) (whether or not, in the event the Company has entered into such a definitive agreement, the Company consummates such Acquisition Proposal during the foregoing 12-month period). (c) The Company acknowledges that the agreements contained in Section 7.2(b) are an integral part of the transactions contemplated hereby and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. Accordingly, in the event the Parent and Merger Sub prevail in any action, suit, arbitration or other proceeding brought to enforce the payment by the Company of the amounts payable under Section 8.2(b7.2(b), prior then Parent and Merger Sub shall also be entitled to or concurrently receive from the Company all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by them in connection with the enforcement of their right to collect such termination. “Termination Fee” shall mean overdue amounts and the enforcement by Parent and Merger Sub of their rights under Section 7.2(b), together with interest on such overdue amounts at a cash amount rate per annum equal to $200,000,000the “prime rate” (as announced by JPMorgan Chase & Co. or any successor thereto) in effect on the date on which such payment was required to be made.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement, except for the provisions of the second sentence of Section 6.3(d), 6.4, 9.2, 9.3, 9.4, 9.5, 9.7 and 9.8 and the provisions of this Section 8.2 and Section 9.11, shall become void and have no effect, without any liability on the part of any party hereto or its directors, officers or shareholders or stockholders. Notwithstanding the foregoing, nothing in this Section 8.2 shall relieve any party hereto of liability for a material breach of any provision of this Agreement, and provided, further, however, that, if it shall be judicially determined that termination of this Agreement was caused by an intentional breach of this Agreement, then, in addition to other remedies at law or equity for breach of this Agreement, the party hereto so found to have intentionally breached this Agreement shall indemnify and hold harmless the other parties hereto for their respective out-of-pocket costs, fees and expenses of their counsel, accountants, financial advisors and other experts and advisors as well as fees and expenses incident to negotiation, preparation and execution of this Agreement and related documentation. If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect with no liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.1(c), Section 8.1(b)(iii8.1(d) or Section 8.1(b)(ii8.1(e), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of and at any termination under this clause (i), (A) time prior to such termination a Takeover Proposal proposal by a person other than Cardinal Health or its affiliates regarding a Business Combination shall have been made known on a bona-fide basis to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company ALARIS or any of ALARIS’ directors, officers, employees, agents, significant stockholders or representatives or that shall have been publicly disclosed or that a person other than Cardinal Health or its Subsidiaries affiliates has indicated publicly or to ALARIS or any of ALARIS’ directors, officers, employees, agents, significant stockholders or representatives a bona fide interest in making or pursuing such a proposal regarding a Business Combination, and within nine months after the date of any such termination ALARIS enters into a definitive letter of intent, agreement-in-principle, acquisition agreement or other similar agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%)to, or publicly announces, a Business Combination (iias defined below) by Parent pursuant or consummates a Business Combination and the transaction so provided for in such letter of intent, agreement-in-principle, acquisition agreement or other similar agreement is consummated within 12 months after the date of any such termination, then ALARIS will, upon consummation of such Business Combination, pay to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee Cardinal Health in cash by wire transfer (in immediately available funds to an account designated by Parent) Cardinal Health a termination fee in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash an amount equal to $200,000,00052,500,000. “Business Combination” means (a) a merger, consolidation, share exchange, business combination or similar transaction involving ALARIS as a result of which ALARIS Stockholders, prior to such transaction, in the aggregate, cease to own at least 50.1% of the voting power and at least 50.1% of the aggregate market value of the voting securities of the entity surviving or resulting from such transaction (or the ultimate parent entity thereof), (b) a sale, lease, exchange, transfer or other disposition of more than 50% of the assets of ALARIS and its subsidiaries, taken as a whole, in a single transaction or a series of related transactions (other than to customers in the ordinary course of business), or (c) the acquisition, by a person (other than Cardinal or any affiliate thereof) or “group” (as defined under Section 13(d) of the Exchange Act) of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of ALARIS Common Stock, whether by tender or exchange offer or otherwise.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Company or Parent as provided in Section 8.19.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (to this Agreement or any shareholdertheir respective officers or directors, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions second sentence of Section 6.67.2, Section 7.5, this Section 8.2, Article IX 9.2 and Article X hereof and the X, which provisions of the Confidentiality Agreement shall survive such termination; provided that, notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Company shall be relieved or released from any liabilities or damages arising out of its willful and material breach of this Agreement. (b) If this Agreement is terminated Company agrees that, if: (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination terminates this Agreement pursuant to Section 8.1(b)(ii9.1(h), only if the applicable Final Order is based on the existence of a Takeover Proposal ; (whether or not modified after it is first madeii) Parent terminates this Agreement pursuant to Section 9.1(g), and, in the case of any termination under this clause ; or (i), iii) (x) (A) prior either Company or Parent terminates this Agreement pursuant to Section 9.1(d) (provided that the basis for such termination a Takeover Proposal shall have been made known is the failure to obtain the Company Stockholder Approval) or its shareholders pursuant to Section 9.1(b) or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) Parent terminates this Agreement pursuant to Section 9.1(e) if, (y) at any time on after the date of this Agreement and before such termination an Acquisition Proposal with respect to Company shall have been publicly announced or prior otherwise communicated to the 12-month anniversary senior management, Board of Directors or stockholders of Company or Company shall have breached in any respect its obligations under Sections 7.1 or 7.4 and (z) within 12 months of such termination the Company or any of its Subsidiaries enters into a any definitive agreement with respect to any Takeover Proposal to, or consummates, or the transactions contemplated by Board of Directors of Company or any Takeover of its Subsidiaries recommends that its respective stockholders approve, adopt or accept, any Acquisition Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the then Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (xA) in the case of clause (i) of this Section 8.2(b)above, upon the earlier of entering into concurrent with such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposaltermination, and (yB) in the case of clause (ii) above, within one Business Day after the date of this Section 8.2(b)such termination or (C) in the case of clause (iii) above, prior within one Business Day after the date Company or its Subsidiary enters into such agreement with respect to or concurrently with consummates such termination. “Termination Fee” shall mean a cash Acquisition Proposal, pay Parent an amount equal to $200,000,0003,200,000 plus the actual and documented reasonable Expenses of Parent (the "Termination Fee"), by wire transfer of immediately available funds. (c) Company acknowledged that the agreement contained in Section 9.2(b) is an integral part of the transactions contemplated by this Agreement, and that, without this agreement, Parent would not enter into this Agreement; accordingly, if Company fails promptly to pay any amount due pursuant to Section 9.2(b), and, in order to obtain such payment, the Parent commences a suit which results in a judgment against such party for the fee set forth in Section 9.2(b), Company shall pay Parent its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the Termination Fee at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made, notwithstanding the provisions of Section 7.5. The parties hereto agree that any remedy or amount payable pursuant to this Section 9.2 shall not preclude any other remedy or amount payable hereunder, and shall not be an exclusive remedy, for any willful and material breach of any representation, warranty, covenant or agreement contained in this Agreement.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Company or Parent as provided in Section 8.10, this Agreement shall forthwith become void void, and of no effect with there shall be no liability or obligation on the part of any party Parent, Merger Sub or Company or their respective officers or directors under or arising from this Agreement, except with respect to Section 0 (or any shareholderConfidentiality), director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the Section 0 (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6Fees and Expenses), this Section 8.20 (Effect of Termination), Article IX and Article X hereof and the provisions of the Confidentiality Agreement 0 (General Provisions), which shall survive such termination. (b) , except that no party shall be relieved or released from any liabilities or damages arising out of its willful breach of this Agreement. If Parent or Company, as the case may be, terminates this Agreement is terminated pursuant to Section 7.1(d), then (i) by either Parent or the Company pursuant non-terminating party shall, as promptly as reasonably practicable (and, in any event, within three business days following such termination), pay to the provisions terminating party, by wire transfer of Section 8.1(b)(iimmediately available funds, the sum of (A) $15 million (the “Termination Fee”), Section 8.1(b)(iiiand (B) an amount equal to all reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by the relevant party or Section 8.1(b)(iiits affiliates in connection with or related to this Agreement and the transactions contemplated hereby, up to a maximum amount of $10 million (with respect to the party under this Agreement to which this applies, such party’s “Expenses”), but and (ii) in the case of a termination by Company, the term of each agreement set forth in Section 7.2(b)(1) of the Company Disclosure Letter (collectively, “Reinsurance Agreements”) and each agreement set forth in Section 7.2(b)(2) of the Company Disclosure Letter (collectively, “Service Agreements”) shall automatically be extended, without any further action by Parent or Company or any of their respective subsidiaries, upon the termination of this Agreement for two consecutive one-year periods, the first of which to begin on the date that is the first day following the expiration of the term of each such agreement as in effect on the date of termination of this Agreement; provided that (A) each such renewed Service Agreement shall be on the same terms and conditions as in effect immediately prior to such extension and (B) each such renewed Reinsurance Agreement shall be on the same terms and conditions as in effect immediately prior to such extension, except that the applicable pricing terms shall be on arm’s-length, fair market terms to be mutually agreed between Company and Parent not later than 90 days prior to the commencement of each such one-year period or, upon written notice by either party to the other party, as determined by the Expert in accordance with Section 7.5 (the “Two-Year Extension”). If Parent or Company, as the case may be, terminates this Agreement pursuant to Section 8.1(b)(ii7.1(e), only if then (i) the applicable Final Order is based on terminating party shall pay to the existence other party, by wire transfer of immediately available funds, prior to or contemporaneously with, and as a Takeover Proposal condition to, such termination becoming effective, the sum of the Termination Fee and such other party’s Expenses, and (whether or not modified after it is first made), and, ii) in the case of termination by Parent, the Two-Year Extension shall become effective upon such termination of this Agreement. If Parent or Company, as the case may be, terminates this Agreement pursuant to Section 7.1(g) because the Required Company Vote shall not have been obtained, then Company shall, as promptly as reasonably practicable (and, in any termination under this clause event, within three business days following such termination), pay to Parent, by wire transfer of immediately available funds, Parent’s Expenses; provided that, if (i)) at any time after the date of this Agreement and at or before the date of the Company Stockholders Meeting, (A) prior to such termination a Takeover an Acquisition Proposal shall have been made known publicly announced or otherwise communicated to the officers of Company or its shareholders Company’s Board of Directors or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal Special Committee, and (Bii) at any time on or prior to within 18 months of the 12-month anniversary date of such termination the of this Agreement, Company or any of its Subsidiaries enters into subsidiaries consummates any Acquisition Proposal, then Company shall pay the Termination Fee to Parent upon the date of such consummation. If Parent or Company, as the case may be, terminates this Agreement pursuant to Section 7.1(g) because the Required Parent Vote shall not have been obtained, then (i) Parent shall, as promptly as reasonably practicable (and, in any event, within three business days following such termination), pay to Company, by wire transfer of immediately available funds, Company’s Expenses and (ii) the Two-Year Extension shall become effective upon such termination of this Agreement; provided that, if (A) at any time after the date of this Agreement and at or before the date of the Parent Stockholders Meeting, an Acquisition Proposal shall have been publicly announced or otherwise communicated to the officers of Parent or Parent’s Board of Directors or Special Committee, and (B) within 18 months of the date of such termination of this Agreement, Parent or any of its subsidiaries consummates such Acquisition Proposal, then Parent shall pay the Termination Fee to Company upon the date of such consummation. If Company delivers to Parent a definitive agreement Walk-Away Notice pursuant to Section 7.1(h), and Parent does not, within the relevant two trading day period, elect by a Top-Up Notice to adjust the Exchange Ratio and/or Cash Consideration in accordance with respect Section 7.1(h), such that this Agreement terminates, the Two-Year Extension shall become effective upon such termination of this Agreement. If Parent terminates this Agreement pursuant to Section 7.1(i), then Parent shall, as promptly as reasonably practicable (and, in any Takeover Proposal or event, within three business days following such termination), pay to Company, by wire transfer of immediately available funds, Company’s Expenses and the transactions contemplated by any Takeover Proposal are consummated (provided that solely for Two-Year Extension shall become effective upon such termination of this Agreement. For purposes of this Section 8.2(b)(i)(BSections 7.2(d) and 7.2(e), the term “Takeover Acquisition Proposal” shall have the meaning set forth assigned to such term in Section 0 except that the reference to “10% or more” in the definition of Takeover Proposal except that all references to 10% “Acquisition Proposal” shall be deemed references to 30%)be a reference to “a majority”. If Company or Parent, or (ii) by Parent pursuant as the case may be, fails to pay all amounts due to the provisions of other party on the dates specified in this Section 8.1(d)0, or then the party obliged to pay such amounts shall pay all costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing on the date such payment was due, as published in The Wall Street Journal, from the date such amounts were required to be paid until the date actually received by such other party. If Parent or any of its subsidiaries challenges or contests the validity of the Two-Year Extension, then Parent shall pay all costs and expenses (including reasonable legal fees and expenses) incurred by Company pursuant in connection with any action or proceeding (including the filing of any lawsuit) taken to enforce the Two-Year Extension or any of the terms of the Reinsurance Agreements or Service Agreements; provided that Parent shall not be responsible for any costs or expenses incurred by Company in connection with any good faith dispute or disagreement as to any matter other than the validity of the Two-Year Extension, including any such disagreement or dispute as to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation terms and conditions of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000Two-Year Extension.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to in accordance with Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become void null and of no effect with void, and there shall be no liability on the part of any party (Parent, Sub or any shareholderthe Company or their respective directors, directorofficers, officeremployees, employeeshareholders, agentRepresentatives, consultant agents or representative of such party) advisors other than, with respect to Parent, Sub and the other party hereto; providedCompany, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party pursuant to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions last sentence of Section 6.2. Nothing contained in this Section 8.2 shall relieve Parent, Sub or the Company from liability for fraud or intentional breach of this Agreement or the Confidentiality Agreement shall survive such terminationAgreement. (b) If (i) this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii) or by Parent pursuant to Section 8.1(d)(ii), (iii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(b)(iv) or (iii) (A) this Agreement is terminated by (I) the Company pursuant to Section 8.1(b)(i) (but only if at such time Parent would not be prohibited from terminating this Agreement by the first proviso in Section 8.1(b)(i)) without a vote of the Company’s shareholders being taken or (II) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.1(b)(iii), Section 8.1(b)(iii(B) or Section 8.1(b)(ii), but there has been publicly disclosed for the first time after the date of this Agreement and prior to the termination of this Agreement in the case of a termination pursuant to Section 8.1(b)(ii), only if clause (A) (I) and the applicable Final Order is based on the existence time of a Takeover Proposal (whether or not modified after it is first made), and, Company Special Meeting in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced (II), an intention (whether or not conditional) to make a Takeover Acquisition Proposal and (BC) at any time on or prior to the 12-month anniversary of within one year after such termination termination, either (1) the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or a Qualifying Transaction pursuant to such Acquisition Proposal, which Qualifying Transaction is later consummated with the transactions contemplated by any Takeover Proposal are consummated (provided Person that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover made such Acquisition Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii2) by such a Qualifying Transaction occurs with such Person, then the Company shall pay to Parent a termination fee of $5,500,000 in cash, (x) concurrently with any termination pursuant to the provisions of Section 8.1(d8.1(c)(ii), (y) within five (5) Business Days after any termination pursuant to Section 8.1(b)(iv) or Section 8.1(d)(ii) and (z) within five (5) Business Days after the consummation of the transaction contemplated by Section 8.2(b)(iii)(C) after a termination by the Company pursuant to Section 8.1(b)(i)or by the provisions Company or Parent pursuant to Section 8.1(b)(iii) in the manner contemplated by Section 8.1(b)(iii); it being understood that in no event shall the Company be required to pay the fee referred to in this Section 8.2(b) on more than one occasion. Upon payment of Section 8.1(c)such fee, the Company shall pay have no further liability to Parent or Sub with respect to this Agreement or the Termination Fee transactions contemplated hereby, provided that nothing herein shall release any party from liability for intentional breach or fraud. All payments contemplated by this Section 8.2(b) shall be made by wire transfer (of immediately available funds to an account designated by Parent) Parent and shall be reduced by any amounts required to be deducted or withheld therefrom under applicable Law in immediately available funds (x) in the case respect of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000Taxes.

Effect of Termination. (a) The Company shall pay Parent a fee of $1,500,000 (the "Company Termination Fee") in the event that (i) this Agreement is terminated pursuant to (x) Section 10.1(d)(i) or 10.1(e), or (y) Section 10.1(f) if prior to the meeting of the stockholders of the Company contemplated pursuant to Section 6.4 an Alternative Proposal is publicly announced and the Company consummates such Alternative Proposal within 12 months of the termination of this Agreement pursuant to Section 10.1(f), or (ii) the condition set forth in Section 7.6 is not satisfied as a result of either (x) false or inaccurate statements made by the Company in the representation letter delivered by the Company to Ernst & Young or (y) a sale or other transfer after the date hereof of the capital stock of the Company or of Parent by an "affiliate" of the Company, as such term is defined and used in Accounting Series Releases 130 and 135, as amended; or (z) any action taken by the Company subsequent to the date of this Agreement. The Company Termination Fee shall be payable by wire transfer of same day funds either on the date contemplated in the last sentence of Section 10.1(d) if applicable, or otherwise, within two business days after such amount becomes due. The Company acknowledges that the agreements contained in this Section 10.3(a) are an integral part of the transactions contemplated in this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to this Section 10.3(a) and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee set forth in this Section 10.3(a) the Company shall pay to Parent its costs and expenses (including attorneys' fees) in connection with such suit, together with interest on the amount of the fee at the rate of 10% per annum. (b) Parent shall pay the Company a fee of $1,500,000 (the "Parent Termination Fee") in the event that (i) this Agreement is terminated pursuant to Section 10.1(d)(ii), or (ii) the condition set forth in Section 7.6 is not satisfied as a result of either (x) false or inaccurate statements made by Parent in the representation letter delivered by Parent to Ernst & Young; or (y) a sale or other transfer after the date hereof of the capital stock of Parent by an "affiliate" of Parent, as such term is defined and used in Accounting Series Releases 130 and 135, as amended; or (z) any action taken by Parent subsequent to the date of this Agreement. The Parent Termination Fee shall 44 50 be payable by wire transfer of same day funds within two business days after such amount becomes due. Parent acknowledges that the agreements contained in this Section 10.3(a) are an integral part of the transactions contemplated in this Agreement, and that, without these agreements, the Company would not enter into this Agreement; accordingly, if Parent fails to promptly pay the amount due pursuant to this Section 10.3(a) and, in order to obtain such payment, the Company commences a suit which results in a judgment against Parent for the fee set forth in this Section 10.3(a) Parent shall pay to the Company its costs and expenses (including attorneys' fees) in connection with such suit, together with interest on the amount of the fee at the rate of 10% per annum. (c) If this Agreement is terminated pursuant to Section 8.110.1, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that (or any shareholdera) the agreements contained in Section 6.8, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions last sentence of Section 6.6, this Section 8.2, Article IX 6.3 and Article X Sections 10.3(a) and 10.3(b) shall survive the termination hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If if termination of this Agreement is terminated (i) shall be judicially determined to have been caused by either Parent or the Company pursuant to the provisions willful breach of Section 8.1(b)(i)this Agreement, Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), andthen, in the case of any termination under this clause (i), (A) prior addition to such termination a Takeover Proposal shall have been made known to the Company other remedies at law or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely equity for purposes breach of this Section 8.2(b)(i)(B)Agreement, the term “Takeover Proposal” party so found to have willfully breached this Agreement shall have indemnify the meaning set forth in the definition other parties for their respective costs, fees and expenses of Takeover Proposal except that all references their counsel, accountants and other experts and advisors as well as fees and expenses incident to 10% shall be deemed references to 30%)negotiation, or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) preparation and execution of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, Agreement and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000related documentation and their stockholders' meetings and consents.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party hereto, except with respect to Sections 3.16, 4.7, 6.4(b), 6.4(c), 6.9, the penultimate sentence of Section 6.16 (or any shareholderrelating to reimbursement of the Company's expenses), directorthis Section 8.2, officerSection 8.3 and Article IX, employee, agent, consultant or representative of which shall survive such party) to the other party heretotermination; provided, however, that if such termination nothing herein shall result relieve any party from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant liability for any willful and material breach hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If In the event that this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.1(d)(ii) or by Parent pursuant to Section 8.1(e)(ii)(B), Section 8.1(b)(iiithen the Company shall pay $56,000,000 (such amount, the "Termination Fee") to Parent, at or Section 8.1(b)(ii), but prior to the time of termination in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal 8.1(d)(ii) or as promptly as possible (whether or not modified after it is first made), and, but in any event within two business days) in the case of any a termination under this clause pursuant to Section 8.1(e)(ii)(B), in each case payable by wire transfer of same day funds. (c) In the event that (i) this Agreement is terminated by Parent pursuant to Section 8.1(e)(ii)(A) and, at any time after the date of this Agreement and prior to the event giving rise to Parent's right to terminate under Section 8.1(e)(ii)(A), (A) prior to such termination a Takeover an Acquisition Proposal shall have been made known to the Company or its shareholders or any Person publicly disclosed and shall not have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or been withdrawn prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect event giving rise to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Parent's right to terminate under Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%8.1(e)(ii)(A), or (iiii)(x) this Agreement is terminated (A) by Parent or the Company pursuant to Section 8.1(f) and, at any time after the date of this Agreement and prior to the Stockholders Meeting, an Acquisition Proposal shall have been made known to the Company or publicly disclosed and shall not have been withdrawn prior to the Stockholders Meeting or (B) by Parent pursuant to Section 8.1(e)(i) and, at any time after the provisions date of this Agreement and prior to the breach giving rise to Parent's right to terminate under Section 8.1(d8.1(e)(i), or by an Acquisition Proposal shall have been made known to the Company or publicly disclosed and shall not have been withdrawn prior to the breach giving rise to Parent's right to terminate under Section 8.1(e)(i), and (y) within nine months after this termination, the Company enters into an agreement in respect of any Acquisition Proposal or a transaction pursuant to which any Acquisition Proposal is consummated, then, in the provisions case of Section 8.1(ceither clause (i) or (ii), the Company shall pay Parent the Termination Fee to Parent, by wire transfer (to an account designated by Parent) in immediately available funds (x) of same day funds, in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into as promptly as possible (but in any event within two business days) following such definitive agreement with respect termination pursuant to a Takeover Proposal or consummation of the transactions contemplated by a Takeover ProposalSection 8.1(e)(ii)(A) or, and (y) in the case of clause (ii) ), on the date of the agreement in respect of the Acquisition Proposal or, if earlier, consummation of the transaction in respect of the Acquisition Proposal, as may be applicable (provided, that, for purpose of this Section 8.2(b8.2(c), prior the term "Acquisition Proposal" shall have the meaning assigned to such term in Section 6.5(a), except that the references to "20% or concurrently greater" and "20% or more" shall be deemed to be references to "50% or greater" and "50% or more," respectively). (d) The Company acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.2, and, in order to obtain the payment, Parent commences a suit which results in a judgment against the Company for the payment set forth in this Section 8.2, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees) in connection with such termination. “Termination Fee” shall mean a cash this suit, together with interest on the amount equal due from each date for payment until the date of the payment at the prime rate of Citibank, N.A. in effect on the date the payment was required to $200,000,000be made.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or the Company as provided in Section 8.19.1, this Agreement shall forthwith become void void, and of no effect with there shall be no liability or obligation on the part of any party (the Company, Bid Sub, Merger Sub or any shareholderParent or their respective officers or directors under or arising from this Agreement, director, officer, employee, agent, consultant or representative of such party) except with respect to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or Section 7.2(b) (Confidentiality), (ii) failure Section 7.6 (Fees and Expenses), (iii) this Section 9.2 (Effect of either party Termination), (iv) Section 9.3 (Matters Relating to perform an agreement or covenant hereofTermination), such party shall not be relieved of any liability (v) Article X (General Provisions) and (vi) solely in connection with a termination pursuant to Section 9.1(m), Article I, Section 3.3, Section 3.4, Section 3.5, Section 7.7, Section 7.9, Section 7.11 (to the other party as a result of such failure or breach; provided furtherextent applicable), howeverSection 7.17 (to the extent applicable) and Section 7.18, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement which shall survive such termination, except that no party shall be relieved or released from any liabilities or damages arising out of its willful and material breach of this Agreement. For purposes of this Agreement, “willful and material breach” means a deliberate act or a deliberate failure to act, which act or failure to act constitutes in and of itself a material breach of this Agreement. (b) If Parent terminates this Agreement is terminated under Section 9.1(d) or the Company terminates this Agreement under Section 9.1(g), then the Company shall, as promptly as reasonably practicable (and in any event (i) by either Parent or not later than the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but next Business Day following such termination in the case of a termination pursuant by Parent under Section 9.1(d) and (ii) prior to Section 8.1(b)(ii), only if or simultaneously with the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, termination in the case of a termination by the Company under Section 9.1(g)), pay to Parent, by wire transfer of immediately available funds, an amount equal to the Company Termination Fee. (c) If the Company terminates this Agreement under Section 9.1(e), then Parent shall, as promptly as reasonably practicable (and in any termination event not later than the next Business Day following such termination), pay to the Company, by wire transfer of immediately available funds, an amount equal to $196,000,000 (the “Parent Termination Fee”). (d) (i) If Parent terminates this Agreement under this Section 9.1(f), then the Company shall, as promptly as reasonably practicable (and in any event not later than the next Business Day following such termination) pay to Parent, by wire transfer of immediately available funds, an amount equal to Parent’s Reimbursable Expenses, which amount shall be fully creditable against the Company Termination Fee in the event such Company Termination Fee becomes payable pursuant to clause (iii) of this Section 9.2(d), and (ii) if Parent terminates this Agreement under Section 9.1(c) or 9.1(f) and (A) prior to such termination from and after the date of this Agreement and at any time before the Acceptance Time, a Company Takeover Proposal shall have (including from an Excluded Party) has been made known publicly announced or otherwise communicated to the officers of the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal board of directors and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any to, or there is consummated by the Company, a transaction in connection with such Company Takeover Proposal with the Person or the transactions contemplated by any group (or an Affiliate thereof) originally making such Company Takeover Proposal are consummated (provided that solely for purposes within twelve months after such termination, then, on the earlier of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition date of Takeover Proposal except that all references to 10% shall be deemed references to 30%), such entering into a definitive agreement or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c)consummation, the Company shall pay Parent the Termination Fee to Parent, by wire transfer (to an account designated by Parent) in of immediately available funds (x) funds, the Company Termination Fee. For purposes of this Section 9.2(d), each reference to “20% or more” in the case definition of clause “Company Takeover Proposal” shall be deemed to be a reference to “more than 50%.” (e) (i) of If the Company terminates this Agreement under Section 8.2(b9.1(h), upon then Parent shall, as promptly as reasonably practicable (and in any event not later than the earlier next Business Day following such termination) pay to the Company, by wire transfer of entering into such definitive agreement with respect immediately available funds, an amount equal to a Takeover Proposal or consummation of the transactions contemplated by a Takeover ProposalCompany’s Reimbursable Expenses, and (y) which amount shall be fully creditable against the Parent Termination Fee in the case of event such Parent Termination Fee becomes payable pursuant to clause (ii) of this Section 8.2(b9.2(e), and (ii) if the Company terminates this Agreement under Section 9.1(c) or 9.1(h), and (A) from and after the date of this Agreement and at any time before the Acceptance Time, a Parent Takeover Proposal has been publicly announced or otherwise communicated to the officers of Parent or its board of directors and (B) Parent enters into a definitive agreement with respect to, or there is consummated by Parent, a transaction in connection with such Parent Takeover Proposal with the Person (or an Affiliate thereof) originally making such Parent Takeover Proposal within twelve months after such termination, then, on the earlier of the date of such entering into a definitive agreement or consummation, Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee. For purposes of this Section 9.2(e), each reference to “30% or more” in the definition of “Parent Takeover Proposal” shall be deemed to be a reference to “more than 50%.” (f) If either party terminates this Agreement under Section 9.1(i) then (i) the Company shall, as promptly as reasonably practicable (and in any event (A) not later than the next Business Day following such termination in the case of a termination by Parent and (B) prior to or concurrently simultaneously with such termination. “Termination Fee” shall mean the termination in the case of a cash termination by the Company) pay to Parent, by wire transfer of immediately available funds, an amount equal to $200,000,000Parent’s Reimbursable Expenses, which amount shall be fully creditable against the Company Termination Fee in the event such Company Termination Fee becomes payable pursuant to clause (ii) of this Section 9.2(f), and (ii) if (A) from and after the date of this Agreement and before such vote a Company Takeover Proposal in respect of the Company has been publicly announced or otherwise communicated to the officers of the Company or the Company’s board of directors and (B) the Company enters into a definitive agreement with respect to, or there is consummated by the Company, a transaction in connection with such Company Takeover Proposal with the Person or group (or an Affiliate thereof) originally making such Company Takeover Proposal within twelve months after such termination, then, on the earlier of the date of such entering into a definitive agreement or consummation, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee. For purposes of this Section 9.2(f) each reference to “20% or more” in the definition of “Company Takeover Proposal” shall be deemed to be a reference to “more than 50%.” (g) If either party terminates this Agreement under Section 9.1(j) then (i) Parent shall, as promptly as reasonably practicable (and in any event (A) not later than the next Business Day following such termination in the case of a termination by the Company and (B) prior to or simultaneously with the termination in the case of a termination by Parent) pay to the Company, by wire transfer of immediately available funds, an amount equal to the Company’s Reimbursable Expenses, which amount shall be fully creditable against the Parent Termination Fee in the event such Parent Termination Fee becomes payable pursuant to clause (ii) of this

Effect of Termination. (a) If In the event of the valid termination of this Agreement is terminated pursuant to in accordance with Section 8.19.01, and with the exception of this Section 9.02, Section 6.05, Section 6.19 and Article X, this Agreement shall become void and of have no effect with no and neither Party shall have any liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party heretoParty or to such other Party’s Affiliates or Representatives in respect of this Agreement except, for the avoidance of doubt, for the obligations of the Parties contained in this Section 9.02, Section 6.05, Section 6.19 and in Article X; provided, however, that if such termination nothing herein shall result from limit the (i) failure liability of either party any Party hereto for intentional or willful misrepresentation of material facts which constitutes common law fraud under applicable Laws or for any willful breach whereby the breaching Party both intended to fulfill a condition take or fail to take the action giving rise to the performance breach and had knowledge that such action or inaction would constitute a breach of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If In the event that (x) Seller exercises its right to terminate this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii9.01(c)(iii) or (y) Purchaser exercises its right to terminate this Agreement pursuant to Section 9.01(b)(ii) at a time when Seller would otherwise have been entitled to terminate this Agreement pursuant to Section 9.01(c)(iii) but for such termination by Purchaser, Seller shall be entitled to receive an amount equal to $7,500,000 (the “Purchaser Termination Fee”), only payable by Purchaser no later than five (5) Business Days after notice of such termination, by wire transfer of immediately available funds (it being understood that in no event shall Seller be entitled to receive the Purchaser Termination Fee on more than one occasion or at all if Purchaser consummates the applicable Final Order is based on Transactions). Each of the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), Parties acknowledges and agrees that (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced agreements contained in this Section 9.02(b) are an intention (whether or integral part of the Transactions and that, without these agreements, Seller would not conditional) to make a Takeover Proposal enter into this Agreement and (B) at the payment by Purchaser of the Purchaser Termination Fee is not a penalty. If Purchaser fails to promptly pay the Purchaser Termination Fee when due, and in order to obtain such payment, Seller commences a Legal Proceeding against Purchaser for payment of the Purchaser Termination Fee, (i) Purchaser shall reimburse Seller for any time on or prior reasonable, customary and documented out-of-pocket legal and other third party fees and expenses (the “Additional Expenses”) incurred by Seller in connection with such Legal Proceeding within thirty (30) days of a final non-appealable judgment in such Legal Proceeding that Purchaser is required to pay the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect Purchaser Termination Fee to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), Seller or (ii) Seller shall reimburse Purchaser for any Additional Expenses incurred by Parent Purchaser in connection with such Legal Proceeding within thirty (30) days of a final non-appealable judgment in such Legal Proceeding that Purchaser is not required to pay the Purchaser Termination Fee to Seller. (c) In the event that either Purchaser or Seller exercises its right to terminate this Agreement pursuant to the provisions of Section 8.1(d9.01(b)(ii) or Section 9.01(c)(ii), as applicable, and at the time of such termination, the Subject Condition shall not have been satisfied or by waived, Purchaser shall be entitled to receive an amount equal to $7,500,000 (the Company pursuant to the provisions of Section 8.1(c“Seller Termination Fee”), the Company shall pay Parent the Termination Fee payable by Seller no later than five (5) Business Days after notice of such termination, by wire transfer (to an account designated by Parent) in of immediately available funds (xit being understood that in no event shall Purchaser be entitled to receive the Seller Termination Fee on more than one occasion or at all if the Transactions are consummated). Each of the Parties acknowledges and agrees that (A) the agreements contained in this Section 9.02(c) are an integral part of the case Transactions and that, without these agreements, Purchaser would not enter into this Agreement and (B) the payment by Seller of clause the Seller Termination Fee is not a penalty. If Seller fails to promptly pay the Seller Termination Fee when due, and in order to obtain such payment, Purchaser commences a Legal Proceeding against Seller for payment of the Seller Termination Fee, (i) Seller shall reimburse Purchaser for any Additional Expenses incurred by Purchaser in connection with such Legal Proceeding within thirty (30) days of this Section 8.2(b), upon a final non-appealable judgment in such Legal Proceeding that Seller is required to pay the earlier of entering into such definitive agreement with respect Seller Termination Fee to a Takeover Proposal Purchaser or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) Purchaser shall reimburse Seller for any Additional Expenses incurred by Seller in connection with such Legal Proceeding within thirty (30) days of a final non-appealable judgment in such Legal Proceeding that Seller is not required to pay the Seller Termination Fee to Purchaser. (d) Notwithstanding anything to the contrary in this Agreement or otherwise, if Seller exercises its right to terminate the Agreement pursuant to Section 9.01(c)(iii) or is otherwise entitled to payment of the Purchaser Termination Fee pursuant to Section 9.02(b), the sole and exclusive remedy of Seller against Purchaser or any Financing Source in respect of this Section 8.2(bAgreement shall be to collect the Purchaser Termination Fee (and, if applicable, the Additional Expenses), prior and upon payment of such amount by Purchaser, (i) Purchaser shall have no further liability or obligation to Seller (whether at law, in equity, in contract, in tort or otherwise) relating to or concurrently arising out of this Agreement and (ii) Seller shall not be entitled to bring or maintain any Legal Proceeding against Purchaser or any Financing Source arising out of or in connection with this Agreement (or the abandonment or termination thereof). For the avoidance of doubt, no Financing Source will have any liability to Seller or its Affiliates relating to or arising out of this Agreement or the Financing or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or in equity, in contract, in tort or otherwise. (e) In the event this Agreement shall be terminated in accordance with Section 9.01 (other than a termination giving rise to Seller’s right to receive the Purchaser Termination Fee pursuant to Section 9.02(b)) and, at such termination. “Termination Fee” time, a Party is in material breach of or default under any term or provision hereof, such termination shall mean a cash amount equal be without prejudice to, and shall not affect, any and all rights to $200,000,000damages that the other Party may have hereunder.

Effect of Termination. (a) If In the event of termination of this Agreement by either or both of Parent and the Company pursuant to Section 9.1, this Agreement shall terminate and become void and have no effect, and there shall be no liability or obligation arising under this Agreement on the part of the Acquirer Parties, the Company or any of their respective direct or indirect, former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates, employees, agents, other Representatives or assignees, in each case except as set forth in Section 9.3(b), and the transactions contemplated by this Agreement shall be abandoned without further action by the parties to this Agreement, other than Section 7.3(b) (Confidentiality), this Section 9.3 and Article X, which provisions shall survive the termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither the Acquirer Parties nor the Company shall be relieved or released from any liabilities or damages arising out of its fraud or material and Willful Breach of any provision of this Agreement. (b) The Company shall pay to Parent (x) in the cases of clauses (i) or (ii) below, an amount equal to $45,000,000 (the “Company Termination Fee”), and (y) in the case of clause (iii) below, an amount equal to that required to reimburse Parent and its Affiliates for all of their documented out-of-pocket Expenses in an amount not to exceed $15,000,000 (the “Acquirer Expenses”), if: (i) Parent terminates this Agreement pursuant to Section 9.1(e) or Section 9.1(f); (ii) (A) prior to the Company Stockholders Meeting, a Company Takeover Proposal shall have been publicly made to the Company or otherwise communicated in writing to the Company’s senior management or the Company Board and not expressly withdrawn, (B) this Agreement is terminated pursuant to (I) Section 9.1(b)(iii), (II) Section 9.1(d) or (III) Section 9.1(b)(i), provided that in the case of (II) or (III), the Company Stockholder Approval shall not have been obtained prior to such termination, and (C) within 12 months of such termination, the Company enters into a definitive Contract to consummate a Company Takeover Proposal or a Company Takeover Proposal is consummated; provided, however, that for purposes of this Section 9.3(b)(ii) only, each reference to “20%” in the definition of Company Takeover Proposal shall be deemed to be a reference to “50%”, and provided further that in the case of (B)(I), in the event that the Company reimburses Parent and its Affiliates for any Acquirer Expenses pursuant to Section 9.3(b)(y), the Company shall pay to Parent only an amount equal to the difference between the Company Termination Fee and any Acquirer Expenses paid by the Company; or (iii) this Agreement is terminated pursuant to Section 8.19.1(b)(iii), except to the extent Parent would have been permitted to terminate this Agreement pursuant to a provision that would give rise to a Company Termination Fee in accordance with Section 9.3(b)(i) or Section 9.3(b)(ii), in which case this Agreement shall become void and of no effect with no liability on the part of any party (be deemed terminated pursuant to such provision. Any Company Termination Fee or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, amounts due under this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b9.3(b) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee paid by wire transfer (to an account designated by Parent) in immediately available of same-day funds (x) in the case of clause (i) above, on the Business Day immediately following the date of termination of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, Agreement and (y) in the case of clause (ii) above, on the date of the first to occur of the events referred to in clause (ii)(C) above. In no event shall the Company be obligated to pay more than one Company Termination Fee. The Company acknowledges and agrees that the agreements contained in this Section 8.2(b9.3(b) are an integral part of the transactions contemplated by this Agreement, that, without these agreements, Parent would not enter into this Agreement, and that, any amount payable pursuant to this Section 9.3(b) does not constitute a penalty. Accordingly, if the Company fails promptly to pay the amount due pursuant to Section 9.3(b), prior and, in order to obtain such payment, Parent commences a suit, action or concurrently other proceeding that results in a Judgment in its favor for such payment, the Company shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such terminationsuit, action or other proceeding. “Notwithstanding anything to the contrary in this Agreement, the Parties hereby acknowledge that in the event that the Company Termination Fee” Fee becomes payable and is paid by the Company and accepted by Parent pursuant to this Section 9.3(b), the Company Termination Fee shall mean a cash amount equal to $200,000,000be Parent’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement.

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.16.01 hereof, this Agreement shall forthwith become void (except for Section 4.02(d), Section 4.10(b)(ii), this Section 6.02, and Section 7.01 hereof, and all obligations of the parties intended to be performed after the termination of this Agreement, which shall remain in full force and effect), and there shall be no effect with no further liability on the part of any party (Sovereign or any shareholder, director, officer, employee, agent, consultant or representative of such party) First Essex to the other party hereto; providedother, however, that if such termination shall result from the except for any liability arising out of any (i) failure uncured willful breach of either party to fulfill a condition to the performance of the obligations of the any covenant or other party agreement contained in this Agreement or (ii) failure any fraudulent breach of either party to perform an agreement a representation or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationwarranty. (b) If this Agreement is terminated as a result of any breach of a representation, warranty, covenant or other agreement which is caused by the willful or fraudulent breach of a party hereto, such party shall be liable to the other for all out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder ("Expenses"). The payment of Expenses is not an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto at law or in equity. (c) In the event this Agreement is terminated by: (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination Sovereign pursuant to Section 8.1(b)(ii6.01(e); (ii) First Essex pursuant to Section 6.01(c) in circumstances where the Board of Directors of First Essex shall not have publicly recommended to the stockholders of First Essex that such stockholders vote in favor of the approval of this Agreement, only if the applicable Final Order is based on Merger and the existence of a Takeover Proposal (whether other transactions contemplated hereby or not shall have withdrawn, modified after it is first made), and, or amended such recommendation in the case manner adverse Sovereign; or (iii) First Essex pursuant to Section 6.01(c) in circumstances where both (y) within twelve (12) months of such termination, First Essex shall have entered into an agreement to engage in or there has otherwise occurred an Acquisition Transaction with any person other than Sovereign or any Affiliate of Sovereign and (z) at the time of such termination under this clause or event giving rise to such termination, it shall have been publicly announced that any Person (i), other than Sovereign or any Affiliate of Sovereign) shall have (A) prior to such termination a Takeover Proposal shall have been made known to the Company made, or its shareholders or any Person shall have publicly announced disclosed an intention (whether to make, a bona fide offer to engage in an Acquisition Transaction, or not conditional) to make a Takeover Proposal and (B) at any time on filed an application (or prior to given a notice), whether in draft or final form, under the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal HOLA or the transactions contemplated by any Takeover Proposal are consummated (provided that solely Change in Bank Control Act of 1978, for purposes approval to engage in an Acquisition Transaction; then First Essex shall make a single cash payment to Sovereign in the amount of $17,500,000 upon such termination. Any payment required under this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% 6.02(b) shall be deemed references payable by First Essex to 30%), or Sovereign (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (of immediately available fund to an account designated by ParentSovereign) in immediately available funds within two (x2) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated business days after demand by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000Sovereign.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either the Company or Parent as provided in Section 8.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (Parent or any shareholderthe Company or their respective officers or directors, director, officer, employee, agent, consultant or representative of such party) except with respect to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.66.9, this Section 8.2, Article IX 8.2 and Article X hereof and the provisions of the Confidentiality Agreement IX, which shall survive such terminationtermination and except that, other than as set forth in Section 8.2(b), no party shall be relieved or released from any liabilities or damages arising out of any fraud in connection with or any material breach of this Agreement. (b) If The Company shall pay Parent as promptly as reasonably practicable (and, in any event, within two (2) business days following such termination described below) and Parent shall accept as its exclusive remedy, by wire transfer of immediately available funds, the sum of $2,100,000 of Merger Consideration (the "Company Termination Fee") if this Agreement is terminated as follows: (i) by either Parent or the if Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination shall terminate this Agreement pursuant to Section 8.1(b)(ii8.1(e) or Parent shall terminate this Agreement pursuant to Section 8.1(d), only ; or (ii) if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior either party shall terminate this Agreement pursuant to such termination a Takeover Proposal Section 8.1(g) because the Required Company Vote shall not have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and received, (B) at any time on after the date of this Agreement and at or prior before the date of the Company Shareholders Meeting an Acquisition Proposal with respect to the 12-month anniversary Company shall have been publicly announced, and (C) within twelve months after the date of such termination of this Agreement, the Company or any of its Subsidiaries enters into a any definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%)to, or (ii) by Parent pursuant to the provisions of Section 8.1(d)consummates, or by the Company pursuant to the provisions of Section 8.1(c)any Acquisition Proposal, then the Company shall pay Parent the Company Termination Fee upon the earlier of the date of such execution or consummation. (iii) If the Company fails to pay all amounts due to Parent on the dates specified, then the Company shall pay all costs and expenses (including legal fees and expenses) incurred by wire transfer Parent in connection with any action or proceeding (including the filing of any lawsuit) taken by it to an account designated collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in The Wall Street Journal, from the date such amounts were required to be paid until the date actually received by Parent. (c) in immediately available funds Subject to subsection (x) in the case of clause (ib)(ii) of this Section 8.2(b)8.2, upon if either party shall terminate this Agreement pursuant to Section 8.1(g) because the earlier of entering into such definitive agreement Required Company Vote shall not have been obtained, all costs and expenses incurred by Parent and Merger Sub in connection with respect to a Takeover Proposal or consummation of this Agreement and the transactions contemplated hereby shall be reimbursed by a Takeover Proposal, and the Company (y) in the case of clause (ii) of this Section 8.2(bup to an amount not to exceed $1,500,000), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either ICBC or SIB as provided in Section 8.19.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on ICBC, SIB, any of their respective Subsidiaries or any of the part officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any shareholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Sections 7.2(b), 9.2, and 10.2 shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party or this Agreement and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither ICBC nor SIB shall not be relieved or released from any liabilities or damages arising out of its willful breach of any liability to the other party as a result provision of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If SIB shall pay ICBC, by wire transfer of immediately available funds, the sum of $58,960,000 (the "Termination Fee") if this Agreement is terminated as follows: (i) if this Agreement is terminated by either Parent or the Company ICBC pursuant to the provisions of Section 8.1(b)(iSections 9.1(f) or 9.1(h), Section 8.1(b)(iiithen SIB shall pay the entire Termination Fee on the second Business Day following such termination; and (ii) or Section 8.1(b)(ii), but in the case of a termination if this Agreement is terminated by (A) ICBC pursuant to Section 8.1(b)(ii9.1(d), only if (B) by either ICBC or SIB pursuant to Section 9.1(e), due to a failure to receive the applicable Final Order is based on Required SIB Vote or (C) by either ICBC or SIB pursuant to Section 9.1(c) and at the existence time of a Takeover such termination, no vote of the stockholders of SIB contemplated by this Agreement at the SIB Stockholders Meeting shall have occurred, and in any such case an Acquisition Proposal with respect to SIB shall have been publicly announced or otherwise communicated or made known to the senior management or Board of Directors of SIB (or any person shall have publicly announced, communicated or made known an intention, whether or not modified conditional, to make an Acquisition Proposal) at any time after it is first made), andthe date of this Agreement and on or prior to the date of the SIB Stockholders Meeting, in the case of any termination under this clause (iB), or the date of termination, in the case of clauses (A) prior or (C), then SIB shall pay (x) an amount equal to 1/3 of the Termination Fee on the second Business Day following such termination, and (y) if within 12 months after such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company SIB or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then SIB shall pay the remainder of the Termination Fee on the date of such execution or consummation. (c) ICBC shall pay SIB, by wire transfer of immediately available funds, the Termination Fee if this Agreement is terminated as follows: (i) if this Agreement is terminated by SIB pursuant to any Takeover Proposal Sections 9.1(g) or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B9.1(i), then ICBC shall pay the term “Takeover Proposal” shall have entire Termination Fee on the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or second Business Day following such termination; and (ii) if this Agreement is terminated by Parent (A) SIB pursuant to the provisions of Section 8.1(d9.1(d), (B) by either ICBC or by the Company SIB pursuant to the provisions of Section 8.1(c9.1(e), due to a failure to receive the Company Required ICBC Vote or (C) by either ICBC or SIB pursuant to Section 9.1(c) and at the time of such termination, no vote of the stockholders of ICBC contemplated by this Agreement at the ICBC Stockholders Meeting shall pay Parent have occurred, and in any such case an Acquisition Proposal with respect to ICBC shall have been publicly announced or otherwise communicated or made known to the Termination Fee by wire transfer senior management or Board of Directors of ICBC (or any person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an account designated by ParentAcquisition Proposal) in immediately available funds (x) at any time after the date of this Agreement and on or prior to the date of the ICBC Stockholders Meeting, in the case of clause (i) of this Section 8.2(bB), upon or the earlier date of entering termination, in the case of clauses (A) or (C), then ICBC shall pay (x) an amount equal to 1/3 of the Termination Fee on the second Business Day following such termination, and (y) if within 12 months after such termination ICBC or any of its Subsidiaries enters into such a definitive agreement with respect to, or consummates, an Acquisition Proposal, then ICBC shall pay the remainder of the Termination Fee on the date of such execution or consummation. (d) Any Termination Fee or portion thereof that becomes payable pursuant to a Takeover Proposal Section 9.2(b) or consummation (c) shall be paid by wire transfer of immediately available funds to an account designated by the party entitled to receipt thereof. (e) SIB and ICBC agree that the agreement contained in paragraphs (b) and (c) above is an integral part of the transactions contemplated by a Takeover Proposalthis Agreement, that without such agreement by each party the other party would not have entered into this Agreement, and that such amounts do not constitute a penalty. If a party fails to pay the amounts due under paragraph (yb) or (c) above within the time periods specified in the case of clause such paragraphs (iib) of this Section 8.2(bor (c), prior such party shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with any action, including the filing of any lawsuit, taken to or concurrently collect payment of such amounts, together with interest on the amount of any such termination. “Termination Fee” shall mean unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a cash amount equal daily basis from the date such amounts were required to $200,000,000be paid until the date of actual payment.

Effect of Termination. (a) If In the event of a termination of this Agreement is terminated pursuant to by either Parent or the Company as provided in Section 8.1, this Agreement shall immediately become null and void and have no effect, and none of no effect with no liability on Parent, Merger Sub, the part Company, any of their respective Subsidiaries or any of the officers or directors of any party (of them shall have any liability or obligation of any shareholdernature whatsoever hereunder, directoror in connection with the transactions contemplated hereby, officerexcept that Section 6.5(b), employeethe provisions of Section 6.12 and Section 6.17 regarding reimbursement of expenses and indemnification, agent, consultant or representative this Section 8.2 and Article IX shall survive any termination of such party) to the other party heretothis Agreement; provided, however, that if such notwithstanding the foregoing, none of Parent, Merger Sub or the Company shall be relieved or released from liability for willful and material breach of this Agreement arising prior to termination shall result from (it being understood and agreed that in circumstances where a party is obligated to consummate the (i) failure Merger in accordance with the terms and conditions of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereofthis Agreement, such party party’s failure to consummate the Merger shall not be relieved deemed a willful and material breach of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement). (b) If In the event this Agreement is terminated is: (i) terminated by either Parent pursuant to Section 8.1(g); (ii) terminated by the Company pursuant to Section 8.1(h); or (iii) terminated by Parent pursuant to Section 8.1(d) or by Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.1(f), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), and (A) after the date hereof and prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or date, any Person shall have publicly announced an intention made (whether or not conditionalconditional and whether or not withdrawn) to make a Takeover the Company or the Company Stockholders an Acquisition Proposal and (B) at any time on or prior to the within twelve (12-month anniversary ) months of such termination date, the Company or any of its Subsidiaries (x) enters into a definitive agreement with respect to or consummates an Acquisition Proposal with the Person that originally made such Acquisition Proposal referred to in clause (A) or such Person’s Affiliate, or (y) consummates an Acquisition Proposal with any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated Person (provided that solely for purposes of this Section 8.2(b)(i)(B), 8.2(b)(iii) the term references to “Takeover Proposal” shall have the meaning set forth 20% in the definition of Takeover Proposal except that all references to 10% “Acquisition Proposal” shall be deemed to be references to 30“50%”), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by then the Company pursuant shall make a cash payment to Parent in the provisions amount of the Company Termination Amount. (c) If required under this Section 8.1(c)8.2, the Company Termination Amount shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) be paid in immediately available funds within two (x2) in Business Days after the case date of clause (i) the event giving rise to the obligation to make such payment; provided, however, that if the Company Termination Amount is payable as a result of this a termination pursuant to Section 8.2(b8.1(h), upon then the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), Company Termination Amount is payable prior to or concurrently with such termination. “The parties acknowledge and agree that the provisions for payment of the Company Termination Fee” Amount are an integral part of the transactions contemplated by this Agreement and are included herein in order to induce Parent and Merger Sub to enter into this Agreement and to reimburse Parent and Merger Sub for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement. The parties hereby acknowledge and agree that in the event the Company Termination Amount becomes payable and is paid by the Company pursuant to Section 8.2(b), the Company Termination Amount shall mean a cash amount equal to $200,000,000be Parent and Merger Sub’s sole and exclusive remedy for damages under this Agreement.

Effect of Termination. (a) If this Agreement is terminated pursuant to Section 8.111.01, this Agreement shall become void and of no effect with no liability on the part of any party (or any shareholderstockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; providedprovided that, however, that if such termination shall result from the willful (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or a covenant hereof, such party shall not be relieved of fully liable for any liability to and all liabilities and damages incurred or suffered by the other party as a result of such failure or breachfailure; provided and provided, further, however, that if (A) such termination shall result from the provisions willful failure of Section 6.6, this Section 8.2, Merger Subsidiary to perform its covenants and agreements to purchase Shares in the Offer pursuant to Article IX and Article X hereof and II or (B) the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated by Parent pursuant to Section 11.01(b), Parent agrees that (i) by either Parent or in addition to any damages that may be due to the Company pursuant to the provisions or its stockholders) for a period of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but five years (in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal described in clause (whether A) above) or not modified after it is first made), and, two years (in the case of any a termination under this described in clause (i)B) above) from the date of such termination, neither Parent nor any of its Affiliates, alone or with others, will in any manner, directly or indirectly: (Aa) prior effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way knowingly assist (including, without limitation, through the provision of financing) any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, any Acquisition Proposal or any “solicitation” of “proxies” (as such termination terms are used under the Exchange Act) or consents with respect to any voting securities of the Company; (b) form, join or in any way participate in a Takeover Proposal shall have been made known “group” (as such term is used under the Exchange Act) with respect to any securities of the Company; (c) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Company; (d) take any action that might force the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and public announcement regarding any of the types of matters set forth in clause (Ba) at above; (e) enter into discussions or arrangements with any time on Third Party with respect to any of the matters set forth in clauses (a) through (d) above; or prior to the 12-month anniversary of such termination (f) request that the Company (or any of its Subsidiaries enters into a definitive agreement with respect to directors, officers, employees or agents) amend or waive any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes part of this Section 8.2(b)(i)(B)proviso. The provisions of Sections 7.03, the term “Takeover Proposal” 12.04, 12.06, 12.07, 12.08, 12.12 and 12.13 shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent survive any termination hereof pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,00011.01.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to as provided in Section 8.111.1, this Agreement shall forthwith become void and of no effect with there shall be no liability on the part of any party (or any shareholderof the parties, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the except (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or as set forth in Sections 6.8, 11.2(b), 12, 18 and 19, and (ii) failure of either nothing herein shall relieve any party to perform an agreement or covenant from liability for any willful breach hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) this Agreement (A) is terminated by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination On Stage pursuant to Section 8.1(b)(ii11.1(g) or (h) or by CRC pursuant to Section 11.1(h) or (i), only if or (B) is terminated as a result of any Selling Entity's breach of Section 6.3 which is not cured within 10 days after notice thereof to CRC, and (ii) either (1) at the applicable Final Order is based on time of such termination or prior to the existence of a Takeover Shareholders Meeting there shall have been an Acquisition Proposal (whether or not modified after it is first madesuch offer shall have been rejected or shall have been withdrawn prior to the time of such termination or of the Shareholders Meeting), andor (2) within one year after termination of the Agreement a Selling Entity shall have entered into an agreement with respect to, or consummated, an Acquisition Proposal, CRC shall pay to On Stage an amount equal to (i) a cash termination fee of $690,000 (the "Termination Fee"), and (ii) all expenses incurred by On Stage in connection with the negotiation, execution and performance of the transactions contemplated hereby (including all fees and expenses payable to On Stage's financial advisors and counsel) not to exceed $250,000 ("On Stage Expenses") within one business day after such termination or, in the case of any termination under this clause (iii)(2), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced entering into an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%)to, or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to consummating an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Acquisition Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated by either the Company or Parent pursuant to Section 8.17.2, this Agreement shall will forthwith become void and have no further force or effect, without any liability of no effect with no liability on the part of Parent, AcquisitionCo, the Company, or any party of their respective Subsidiaries (or any shareholderof their respective shareholders, directordirectors, officerofficers, employeeemployees, agentagents, consultant consultants or representative of such party) representatives), except as provided in this Section 7.3, Section 5.1, Section 5.7, Section 5.12 and Article 8, which shall survive any termination thereof, and provided further that notwithstanding anything herein to the other party hereto; providedcontrary none of Parent, however, that if such termination AcquisitionCo or the Company shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved or released from any liabilities arising out its fraud or willful and intentional breach of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationAgreement. (b) If The Company shall make payments to Parent, by wire transfer of immediately available funds to such accounts as Parent may designate, if this Agreement is terminated as follows: (i) by either if Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination shall terminate this Agreement pursuant to Section 8.1(b)(ii7.2(d), only then the Company shall pay the sum of $8 million (the “Company Termination Fee”) on the second Business Day following such termination; (ii) if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first madeCompany shall terminate this Agreement pursuant to Section 7.2(h), and, in then the case of any termination under this clause Company shall pay the Company Termination Fee prior to or concurrently with such termination; (i), iii) if (A) prior either party shall terminate this Agreement pursuant to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditionalSection 7.2(g) to make a Takeover Proposal and (B) at any time on after the date hereof and at or before the date of the Company Meeting, an Acquisition Proposal shall have been made or publicly announced or communicated to the Company Board by any Person other than Parent and be still pending at the time of such termination or have been withdrawn less than ten (10) days prior to the 12-month anniversary date of such termination, and (C) within 12 months of the date of such termination of this Agreement, the Company or any of its Subsidiaries enters into a any definitive agreement with respect to to, or consummates, any Takeover Acquisition Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely that, for purposes of this Section 8.2(b)(i)(Bsubsection (iv), the term any reference to “Takeover Proposal15% or more” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% “Acquisition Proposal” shall be deemed references to 30%be a reference to “50% or more”), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), then the Company shall pay the Company Termination Fee, less any amount previously paid by the Company to Parent pursuant to this Section 7.3(b), on the Termination Fee second Business Day following the consummation of such Acquisition Proposal; and (iv) if (A) either party shall terminate this Agreement pursuant to Section 7.2(c) or Parent shall terminate this Agreement pursuant to Section 7.2(e) and (B) at any time after the date hereof and before such termination an Acquisition Proposal shall have been publicly announced by wire transfer any Person other than Parent and be still pending at the time of such termination or have been withdrawn less than ten (10) days prior to an account designated by Parentthe date of such termination and (C) in immediately available funds (x) in within 12 months of the case date of clause (i) such termination of this Section 8.2(b)Agreement, upon the earlier Company or any of entering its Subsidiaries enters into such any definitive agreement with respect to, or consummates, any Acquisition Proposal (provided that, for purposes of this subsection (v), any reference to “15% or more” in the definition of “Acquisition Proposal” shall be deemed to be a Takeover Proposal reference to “50% or more”), then the Company shall pay the Company Termination Fee, less any amount previously paid by the Company to Parent pursuant to this Section 7.3(b), on the second Business Day following the consummation of such Acquisition Proposal. (c) Each of the Parties acknowledges that any amount payable pursuant to Section 7.3(b) is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent or Company in the circumstances in which such payments are due and payable and which do not involve fraud or willful and intentional breach of this Agreement, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Arrangement, which amount would otherwise be impossible to calculate with precision. In no event shall Parent be entitled to payment of the Company Termination Fee on more than one occasion and in no event shall Parent, Company any of their respective Affiliates or any other Person have any right to bring or maintain any other claim, action or proceeding against Company, Parent or any of their respective Affiliates arising out of this Agreement and of the transactions contemplated by a Takeover Proposalhereby or any matters forming the basis for such termination, in each case other than arising out of fraud or willful and (y) in the case of clause (ii) intentional breach of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000Agreement.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Sellers or Buyers, as provided in Section 8.18.1.5, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation hereunder on the part of any party Buyers or Sellers or their respective shareholders, officers, employees, directors or agents (or any shareholderexcept as set forth in Section 8.1.2(b), director, officer, employee, agent, consultant or representative of such party) to Section 8.3.1 and Section 8.3.2 which shall survive the other party heretotermination); provided, however, that if such nothing contained in this Section 8.1.6 shall relieve any party hereto from any liability for any breach of this Agreement in the event of termination shall result from the pursuant to Sections 8.1.5(b), (i) failure of either party to fulfill a condition to the performance of the obligations of the other party c), (d), or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breache); and provided further, however, that in the provisions event of termination pursuant to (i) Section 6.68.1.5(b), this Section 8.2, Article IX and Article X hereof and if the provisions Closing has not been effected due to the failure of the Confidentiality Agreement Proxy Statement to be cleared by the SEC or the Shareholders’ Meeting to have occurred prior to the Drop Dead Date, or (ii) Section 8.1.5(c), no party shall survive be entitled to recover for any Losses (as hereinafter defined) in excess of its actual out-of-pocket costs and expenses incurred since November 29, 2004 in the event of such a termination. (b) If Notwithstanding anything contained in Section 8.1.6(a), in the event that the Agilysys Board has received a Proposal and thereafter this Agreement is terminated in accordance with Section 8.1.5 (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination other than pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i8.1.5(a), (Ab) prior (provided Sellers have not failed to such termination a Takeover Proposal shall fulfill any obligation under this Agreement that has been the cause of, or resulted in, the failure of the Closing to have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time occurred on or prior to the 12-month anniversary Drop Dead Date) or (d)), and within one (1) year of such termination the Company or any of its Subsidiaries enters termination, Sellers enter into a definitive agreement with respect to any Takeover Proposal or a third party for a Superior Offer, then, within ten (10) days after the transactions closing of the transaction contemplated by any Takeover Proposal are consummated such definitive agreement, Sellers shall pay to Buyers, as their sole and exclusive remedy for such termination, a termination fee equal to two percent (provided that solely for purposes 2%) of the Purchase Price less the aggregate amount of out-of-pocket expenses previously paid by Sellers to Buyers pursuant to this Section 8.2(b)(i)(B8.1.6 (the “Acquisition Termination Fee”). (c) Notwithstanding anything contained in Section 8.1.6(a), the term “Takeover Proposal” Agilysys Board may withdraw, modify or change its Recommendation in a manner adverse to the interest of the Buyers, if facts or occurrences arising after the date hereof cause the Agilysys Board, after consultation with its outside legal counsel and a financial advisor of national recognized reputation, to determine in good faith that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. In such event, if this Agreement is thereafter terminated in accordance with Section 8.1.5(c) and Sellers have not received a Proposal prior thereto, then, within ten (10) days after such termination, Sellers shall have pay to Buyers, as their sole and exclusive remedy for such termination, a termination fee equal to one percent (1%) of the meaning set forth in Purchase Price less the definition aggregate amount of Takeover Proposal except that all references out-of-pocket expenses previously paid by Sellers to 10% shall be deemed references to 30%), or (ii) by Parent Buyers pursuant to this Section 8.1.6 (the provisions of Section 8.1(d), or by “Modification Termination Fee” and together with the Company pursuant to the provisions of Section 8.1(c)Acquisition Termination Fee, the Company shall pay Parent “Termination Fee”). (d) Sellers acknowledge that the Termination Fee by wire transfer (to an account designated by Parent) agreements contained in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation 8.1.6 are an integral part of the transactions contemplated by in this Agreement, that the damages resulting from termination of this Agreement under circumstances where a Takeover ProposalTermination Fee are payable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 8.1.6 are reasonable forecasts of the actual damages which may be incurred and constitute liquidated damages and not a penalty, and that, without these agreements, Buyers would not enter into this Agreement; accordingly, if Sellers fail to promptly pay the Termination Fee, and, in order to obtain such payments Buyers commences a suit which results in a judgment against Sellers for the Termination Fee, Sellers shall pay to Buyers its costs and expenses (yincluding reasonable attorney’s fees) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently connection with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000suit.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 10.1, this Agreement shall immediately become null and void, without any Liability on the part of any Party or any other Person, and all rights and obligations of each Party shall cease; provided that (a) If the Confidentiality Agreement and the agreements contained in Section 6.9(a), Section 6.11, this Section 10.2 and Article XI hereof shall survive any termination of this Agreement and remain in full force and effect, and (b) no such termination shall relieve any Party from any Liability arising out of or incurred as a result of its Fraud or its willful and material breach of this Agreement prior to such termination. Notwithstanding anything herein to the contrary, (i) if this Agreement is terminated pursuant to Section 8.110.1(e), Section 10.1(f) or Section 10.1(g)(iii), then the Company shall pay to the SPAC the Termination Fee (provided that if this Agreement is terminated pursuant to Section 10.1(e), the Company shall become void and only pay to the SPAC the Termination Fee if such termination is based on any Group Company’s breach of, or failure to perform any of no effect with no liability its covenants contained in (1) Section 5.1(b)(i) (but only to the extent such amendment or modification results in the Company not being permitted to list its Equity Interests on the part Stock Exchange), (2) Section 5.1(b)(v), (3) Section 5.1(b)(vi) (but only to the extent such split, combination, redemption, reclassification, purchase or acquisition is effectuated without an equitable adjustment to the number and type of Equity Interests of the SPAC subject to the Initial Achari Put Options or the Second Achari Put Options (in each case, as defined in the Put Option Agreement) such that the Initial Achari Put Options and the Second Achari Put Options cover the same number and class of Equity Securities of the SPAC to which the holders of the Initial Achari Put Options and the Second Achari Put Options would have been entitled pursuant to the terms of such split, combination, redemption, reclassification, purchase or acquisition if, immediately prior to the consummation of such transaction, such holders had been the record holders of the Equity Interests of the SPAC then covered by the Initial Achari Put Options and the Second Achari Put Options) or (4) Section 5.1(b)(xiv) (but only to the extent such adoption or effectuation results in the Company not being permitted to list its Equity Interests on the Stock Exchange), (ii) if this Agreement is terminated pursuant to Section 10.1(h)(ii), then the SPAC shall pay to the Company the Termination Fee, and (iii) if this Agreement is terminated pursuant to Section 10.1(c), then the non-terminating party shall pay to the terminating party an amount equal to $600,000; provided that such $600,000 shall only be payable by the non-terminating party to the terminating party if (x) the terminating party has satisfied all of its conditions to Closing as set forth herein as of such termination date (other than those which are to be satisfied on the Closing Date but which are reasonably expected to be able to be satisfied), and (y) the non-terminating party has not satisfied its conditions to Closing as set forth herein as of such termination date (other than those which are to be satisfied on the Closing Date but which are reasonably expected to be able to be satisfied). The “Termination Fee” shall be an amount in cash equal to three percent (3%) of the Equity Value. Notwithstanding anything herein to the contrary, in no event shall any party (or any shareholderAffiliate, director, officer, employeeequityholder, agent, consultant agent or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. (b) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or the SPAC be liable for any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination amounts payable by either the Company or any of its Subsidiaries enters into a definitive agreement with respect the SPAC pursuant to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,00010.2.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to Section 8.19.1, this Agreement shall forthwith become void and of no effect with there shall be no liability or obligation on the part of any party (or any shareholderParty hereto, directorexcept as provided in Section 7.6(b), officerSection 7.8, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.67.15(e), this Section 8.29.2, Article IX Section 9.3 and Article X hereof and the provisions X, each of the Confidentiality Agreement which shall survive such termination; provided that, except to the extent set forth in Section 9.2(f), nothing herein shall relieve any Party hereto of any liability for damages resulting from fraud or Willful Breach prior to such termination by any Party hereto but solely to the extent such liability arises out of a Willful Breach by such Party of a covenant or agreement set forth herein that gave rise to the failure of a condition set forth in Article VIII (which damages the Parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and in the case of any damages sought by the Company from Ultimate Parent, Parent or Merger Sub, including for any Willful Breach, such damages can be based on the damages incurred by the Company's shareholders in the event such shareholders would not receive the benefit of the bargain negotiated by the Company on their behalf as set forth in this Agreement). The Parties acknowledge and agree that nothing in this Section 9.2 shall be deemed to affect their right to specific performance under Section 10.12. (b) If In the event that: (i) this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i9.1(d)(ii), or by Ultimate Parent pursuant to Section 8.1(b)(iii) or Section 8.1(b)(ii9.1(e)(ii), but then the Company shall pay $245,000,000 (the "Company Termination Fee") to Parent, on or prior to the date of termination in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether 9.1(d)(ii) or not modified after it is first made), and, as promptly as reasonably practicable in the case of a termination pursuant to Section 9.1(e)(ii) (and, in any termination under this clause event, within two (i2) Business Days following such termination), payable by wire transfer of immediately available funds; and (ii) this Agreement is terminated by Ultimate Parent or the Company pursuant to Section 9.1(c) or Section 9.1(f) and (A) at any time after the date of this Agreement and prior to such termination the taking of a Takeover vote to approve this Agreement at the Company Shareholders Meeting or any postponement or adjournment thereof an Acquisition Proposal shall have been made known to the Company, or the Company Board of Directors or its shareholders shareholders, or any Person an Acquisition Proposal shall have otherwise become publicly announced an intention (whether or not conditional) to make a Takeover Proposal known, and (B) at any time on or prior to the within twelve (12-month anniversary of ) months after such termination termination, the Company or any of its Subsidiaries enters shall have entered into a definitive agreement with respect to any Takeover an Acquisition Proposal (which is subsequently consummated) or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth consummated an Acquisition Proposal, then, in the definition of Takeover Proposal except event that all references to 10% shall be deemed references to 30%), or the actions described in both clauses (iiA) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c)and (B) above occur, the Company shall pay to Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Company Termination Fee” shall mean a cash amount equal , such payment to $200,000,000.be made within two

Effect of Termination. (a) If In the event of termination of this Agreement by either Parent or the Company as provided in Section 10.1, this Agreement shall forthwith become void and have no effect, and none of Parent, Merger Sub, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby; provided, however, that (i) Section 8.2(b), the last sentence of Section 8.8(b), Section 10.2 and Section 11 shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary contained in this Agreement, neither Parent, Merger Sub nor the Company shall be relieved or released from any liabilities or damages arising out of its willful and material breach of this Agreement; provided, however, that receipt of the Termination Fee (as defined below) as provided herein shall be the sole and exclusive remedy of Parent and Merger Sub under circumstances where the Termination Fee is payable by the Company. (b) The Company shall pay Parent, by wire transfer of immediately available funds, the sum of $25,000,000 (the “Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated pursuant to Section 8.1Sections 10.1(g) or 10.1(h)(i), then (so long as neither Parent nor Merger Sub was in material breach of this Agreement Agreement) the Company shall become void and of no effect with no liability pay the Termination Fee to Parent on the part second Business Day after the date of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party heretotermination; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination. if (bA) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(iSections 10.1(c), Section 8.1(b)(iii10.1(d) or Section 8.1(b)(ii10.1(e), but (B) in the case of a termination pursuant to Section 8.1(b)(ii)Sections 10.1(c) and 10.1(d) only, only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal the Termination Date there shall have been made known to an Acquisition Proposal, and (C) within twelve (12) months of the Termination Date, the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with a Third Party with respect to any Takeover an Acquisition Proposal or the transactions contemplated any Acquisition Proposal is consummated by any Takeover Proposal are consummated such Third Party, then (provided that solely for purposes so long as neither Parent nor Merger Sub was not in material breach of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (iiAgreement) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay pay, or cause to be paid to, Parent the Termination Fee upon consummation of such Acquisition Proposal. (c) Any amount that becomes payable pursuant to Section 10.2(b) shall be paid by wire transfer (of immediately available funds to an account designated by Parent. For the avoidance of doubt, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion. (d) The Company and Parent agree that the agreements contained in immediately available funds (xSection 10.2(b) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation are an integral part of the transactions contemplated by a Takeover Proposalthis Agreement, that without such agreements Parent would not have entered into this Agreement, and (y) in that the case amount of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “the Termination Fee” shall mean Fee does not constitute a cash amount equal to $200,000,000penalty.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated as provided in Section 9.1, written notice thereof shall be given to the other Party, specifying the provision hereof pursuant to Section 8.1which such termination is made, and this Agreement shall forthwith become null and void and have no further force or effect (other than, the penultimate sentence in Section 5.1, this Section 9.2, Article XI and any relevant definitions in Section 1.1, all of no effect with which shall survive termination of this Agreement), and, except as provided in Section 9.2(b), absent fraud or gross negligence, there shall be no liability on the part of any party Party or their respective directors, officers, other representatives or Affiliates, whether arising before or after such termination, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof (whether in contract or any shareholderin tort or otherwise, director, officer, employee, agent, consultant or representative of such partywhether at Law (including at common law or by statute) to the other party heretoor in equity); provided, however, that if no Party shall be relieved or released from any liabilities or damages arising out of any material and willful breach of this Agreement prior to such termination shall result from that gave rise to the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, set forth in Article IX VI and Article X hereof VII, as applicable. Section 5.13(e) and the provisions of the Confidentiality Agreement shall survive such terminationin accordance with its terms following termination of this Agreement. (b) If Buyer shall pay to Seller the Termination Fee within three (3) Business Days of the termination of this Agreement, if this Agreement is terminated terminated: (i) by either Parent Buyer or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination Seller pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal 9.1(b)(i) (whether or not modified after it is first madeTermination for Outside Date), and, in at the case time of any termination under this clause (i)such termination, (A) prior (1) the condition set forth in Section 6.6 (No Burdensome Condition) has not been satisfied with respect to one or more of the Required Regulatory Approvals or (2) any of the conditions set forth in Section 6.1 (No Injunction), Section 6.4 (Required Regulatory Approvals), Section 7.1 (No Injunction) or Section 7.4 (Required Regulatory Approvals) have not been satisfied, provided that such termination failure to be satisfied relates solely to a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal Required Regulatory Approval, and (B) at any time on or prior to all of the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning conditions set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%Section 6.2 (Representations and Warranties), or Section 6.3 (Performance) and Section 6.5 (Absence of Material Adverse Effect) shall have been satisfied; (ii) by Parent Buyer or Seller pursuant to the provisions of Section 8.1(d9.1(b)(ii) (Termination for Permanent Restraint), and, at the time of such termination, (A) (1) the condition set forth in Section 6.6 (No Burdensome Condition) has not been satisfied with respect to one or more of the Required Regulatory Approvals or (2) the applicable Restraint giving rise to such termination relates solely to a Required Regulatory Approval, and (B) all of the conditions set forth in Section 6.2 (Representations and Warranties), Section 6.3 (Performance) and Section 6.5 (Absence of Material Adverse Effect) shall have been satisfied; or (iii) by the Company Seller pursuant to Section 9.1(d) due to a material breach by Buyer of its obligations under Section 5.2 (if, and only if, such breach has primarily caused the provisions failure of Section 8.1(c)any Required Regulatory Approval to be obtained) and, at the time of such termination, the Company conditions set forth in Section 6.1 (except where any failure of the condition set forth in Section 6.1 to be satisfied was primarily caused by a material breach by Buyer of its obligations under Section 5.2 that has primarily caused the failure of any Required Regulatory Approval to be obtained) and Section 6.2, Section 6.3 and Section 6.5 shall have been satisfied. (c) In no event shall Buyer be required to pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) on more than one occasion. Except in the case event of clause (i) of fraud, if the Termination Fee is required to be, and is, paid pursuant to this Section 8.2(b)9.2, upon Seller’s receipt of the earlier Termination Fee shall be the sole and exclusive remedy of entering into Seller and its Affiliates and any of Seller’s or its Affiliates’ respective former, current, or future general or limited partners, shareholders, directors, officers, managers, members, agents and other representatives against Buyer, Buyer’s Affiliates and any of Buyer’s or its Affiliates’ respective former, current, or future general or limited partners, shareholders, directors, officers, managers, members, agents or other representatives for any loss suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Contemplated Transactions to be consummated. Each of the Parties acknowledges and agrees that the Termination Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such definitive agreement with respect to a Takeover Proposal or Termination Fee is due and payable, for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by a Takeover ProposalContemplated Transactions, and (y) in the case of clause (ii) of this Section 8.2(b), prior which amount would otherwise be impossible to or concurrently calculate with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000precision.

Effect of Termination. (a) If In the event of the termination of this Agreement is terminated pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and of no effect with there shall be no liability on the part of any party (hereto or any shareholderFinancing Source Related Party, directorexcept, officer, employee, agent, consultant or representative in the case of such party) to the other any party hereto, as set forth in Section 5.05, this Article IX and Article XI; provided, however, that if such termination nothing in this Agreement shall result relieve any party hereto from the liability for (i) failure of either party to fulfill a condition to the performance of perform in any material respect the obligations of the other party set forth in Section 5.06 or (ii) failure any fraud or knowing and intentional material breach of this Agreement. (b) In the event of the termination of this Agreement (i) by either party pursuant to perform an agreement Section 9.01(b) at a time when one or covenant hereofmore of the approvals of the Governmental Authorities required pursuant to Section 8.01(b) have not been obtained and at the time of such termination all of the conditions set forth in Section 8.01(a), Section 8.01(c), Section 8.03(a), Section 8.03(c) and the second sentence of Section 8.03(d) have been satisfied or waived (or, in the case of conditions that by their nature are to be satisfied at the Closing, would be satisfied if the Closing were to occur on the date of such party shall not be relieved of termination) other than any liability condition with respect to the other approvals of the Governmental Authorities required pursuant to Section 8.01(b) or (ii) by either party as a result pursuant to Section 9.01(c) and at the time of such failure or breach; provided furthertermination all of the conditions set forth in Section 8.01(a), howeverSection 8.01(c), that Section 8.03(a), Section 8.03(c) and the provisions second sentence of Section 6.68.03(d) have been satisfied or waived (or, in the case of conditions that by their nature are to be satisfied at the Closing, would be satisfied if the Closing were to occur on the date of such termination), then the Acquiror shall pay, or cause to be paid, the Termination Fee to the Parent as promptly as reasonably possible (and in any event, within ten (10) Business Days following such termination). It being understood that in no event shall Acquiror be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events. Notwithstanding anything to the contrary in this Agreement, the Parent’s right to receive payment of the Termination Fee from the Acquiror pursuant to this Section 8.2, Article IX 9.03(b) shall be the sole and Article X hereof and the provisions exclusive remedy of the Confidentiality Agreement shall survive Parent or any of its Affiliates against (x) Acquiror or any of its Affiliates or any of their respective stockholders, partners, members or Representatives for any and all Losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination (except for any fraud or knowing and intentional material breach of this Agreement) and (y) the Financing Source Related Parties for any and all Losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination. (bc) If Each of the Parent and the Acquiror acknowledge that the agreement contained in Section 9.03(b) is an integral part of the transactions contemplated by this Agreement is terminated (i) by either Parent or Agreement, and that, without this agreement, the Company pursuant other party would not enter into this Agreement; accordingly, if the Acquiror fails promptly to pay the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination amount due pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made9.03(b), and, in order to obtain such payment, the case Parent commences a suit which results in a judgment against the Acquiror for the Termination Fee or any portion thereof, the Acquiror shall pay the costs and expenses of the Parent (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if the Acquiror fails to pay the amounts payable pursuant to this Section 9.03(c), then the Acquiror shall pay interest on such overdue amounts (for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate equal to the prime rate as reported in The Wall Street Journal. (d) Solely for purposes of establishing the basis for the amount thereof, and without in any termination way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is to be paid, it is agreed that the Termination Fee is liquidated damages, and not a penalty, and the payment of the Termination Fee in the circumstances specified herein is supported by due and sufficient consideration. While Parent may pursue both a grant of specific performance under Section 11.13 and the payment of the Termination Fee under this clause (i)Article IX, (A) prior to such termination a Takeover Proposal under no circumstances shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or Parent, prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect Closing, be entitled to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds receive both (x) a grant of specific performance which results in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, Closing and (y) in all or any portion of the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” . (e) Notwithstanding anything to the contrary herein, the Termination Fee shall mean not be due and payable to Parent if this Agreement is terminated at a cash amount equal to $200,000,000time when the condition set forth in Section 8.01(c) has not been satisfied.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Parent or Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of no effect with no liability on Parent, Company, Holdco, any of their respective Subsidiaries or any of the part officers or directors of any party (of them shall have any liability of any nature whatsoever hereunder, or any shareholderin connection with the transactions contemplated hereby, director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, except that if such termination shall result from the (i) failure Sections 3.3(a), 3.7, 4.3(a), 4.7, 6.2(b), this Section 8.2 and Article IX shall survive any termination of either party to fulfill a condition to the performance of the obligations of the other party or this Agreement, and (ii) failure of either party notwithstanding anything to perform an agreement or covenant hereofthe contrary contained in this Agreement, such party neither Parent nor Company shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of any liability provision of this Agreement (which, in the case of Company, shall include the loss to the other party as a result holders of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions Company Common Stock of the Confidentiality Agreement shall survive economic benefits of the Merger, including the loss of premium offered to such terminationholders). (b) If this Agreement is terminated (i) by either Parent or In the Company pursuant to event that after the provisions date of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of this Agreement a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) prior to such termination a Takeover bona fide Acquisition Proposal shall have been made known to the senior management of Company or shall have been made directly to its shareholders stockholders generally or any Person person shall have publicly announced (and not withdrawn) an intention Acquisition Proposal with respect to Company and (whether A) thereafter this Agreement is terminated by either Parent or not conditionalCompany pursuant to Section 8.1(c) to make a Takeover Proposal and without the Requisite Company Vote having been obtained or (B) at any time on or thereafter this Agreement is terminated by Parent pursuant to Section 8.1(d), and (C) prior to the 12-month anniversary date that is fifteen (15) months after the date of such termination the termination, Company or any of its Subsidiaries enters into a definitive agreement or consummates a transaction with respect to any Takeover an Acquisition Proposal (whether or not the transactions contemplated by any Takeover same Acquisition Proposal are consummated (provided as that solely for purposes of this Section 8.2(b)(i)(Breferred to above), then Company shall, on the term “Takeover Proposal” shall have earlier of the meaning set forth in date it enters into such definitive agreement and the definition date of Takeover Proposal except that all references to 10% shall be deemed references to 30%)consummation of such transaction, or (ii) by Parent pursuant to the provisions of Section 8.1(d)pay Parent, or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer of same day funds, a fee equal to $220,000,000 (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) “Termination Fee”); provided, that for purposes of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) all references in the case definition of clause (ii) of this Section 8.2(b), prior Acquisition Proposal to or concurrently with such termination. “Termination Fee20%” shall mean a cash amount equal instead refer to $200,000,000“50%”.

Effect of Termination. (a) If In the event of termination of this Agreement is terminated pursuant to by either Company or Parent as provided in Section 8.113.1, this Agreement shall forthwith become void and of no effect with no neither Company nor Parent nor Merger Sub shall have any further obligation or liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other party heretoexcept under the terms of the Confidentiality Agreement, Section 8.3, Section 13.1(i) and this Section 13.2, each of which shall survive such termination; provided, however, that if such termination nothing herein shall result relieve any party from liability for any willful and material breach of the (i) warranties and representations made by it, or willful and material failure of either party to fulfill a condition to the in performance of the any of its covenants, agreements or obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationhereunder. (b) If this Agreement is terminated If: (i) by Parent terminates this Agreement pursuant to Section 13.1(h); or (ii) the Company terminates this Agreement pursuant to Section 13.1(i); or (iii) (A) either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination terminates this Agreement pursuant to Section 8.1(b)(ii13.1(b), only if and (B) at any time after the applicable Final Order is based on the existence date of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A) Agreement and prior to such termination a Takeover Proposal shall have been made known to the Company Stockholders’ Meeting, an offer or its shareholders proposal for a Competing Transaction was made directly to the stockholders or to the Board of Directors of Company or became publicly known, or any Person shall have (other than Parent and its Affiliates) publicly announced an intention (whether or not conditional) to make an offer or proposal for a Takeover Proposal Competing Transaction, and (C) Company enters into an agreement for, or consummates any Competing Transaction with, any Person within 12 months after such termination of this Agreement; or (iv) (A) Parent terminates this Agreement pursuant to Section 13.1(d), and (B) at any time on or after the date of this Agreement and prior to such breach, an offer or proposal for a Competing Transaction was made directly to the 12-month anniversary stockholders or to the Board of Directors of Company or became publicly known, or any Person (other than Parent and its Affiliates) publicly announced an intention (whether or not conditional) to make an offer or proposal for a Competing Transaction, and (C) Company enters into an agreement for, or consummates any Competing Transaction with, any Person within 12 months after such termination of this Agreement; or (v) (A) Parent terminates this Agreement pursuant to Section 13.1(e) or (g) or Company terminates this Agreement pursuant to Section 13.1(f), and the Company Stockholders’ Meeting shall not have been held prior to such termination, and (B) at any time after the date of this Agreement and prior to such termination, an offer or proposal for a Competing Transaction was made directly to the stockholders or to the Board of Directors of Company or became publicly known, or any of Person (other than Parent and its Subsidiaries Affiliates) publicly announced an intention (whether or not conditional) to make an offer or proposal for a Competing Transaction, and (C) Company enters into a definitive an agreement with respect to for or consummates any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes Competing Transaction within 12 months after such termination of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant to the provisions of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Agreement; then Company shall pay Parent the Termination Fee to Parent, by wire transfer (to an account designated by Parent) in of immediately available funds funds, Twenty Million Dollars ($20,000,000) (the “Termination Fee”), (x) in the case of clause (i) of this Section 8.2(b13.2(b)(i), upon the earlier of entering into no later than two (2) Business Days following such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposaltermination, and (y) in the case of clause (ii) of this Section 8.2(b13.2(b)(ii), prior to or concurrently simultaneously with such termination, and (z) in the case of Section 13.2(b)(iii), (iv) or (v), no later than the time of Company’s entering into an agreement for any Competing Transaction with any Person or, if there is no such agreement, upon the consummation of such Competing Transaction. “For avoidance of doubt, in no event shall the Company be obligated to pay the Termination Fee” Fee on more than one occasion. (c) If Company fails to pay all amounts due to Parent on the dates specified in this Section 13.2, then Company shall mean a cash amount equal pay Parent interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in The Wall Street Journal, plus 2%, from the date such amounts were required to $200,000,000be paid until the date actually received by Parent. (d) Company acknowledges that the agreements contained in this Section 13.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Sub would not have entered into this Agreement. Company acknowledges that its obligation to pay to Parent any amounts due pursuant to this Section 13.2 is not subject to the Company Requisite Vote or any other stockholder vote or approval being obtained.

Effect of Termination. (a) Termination Under Section 7.2(a), (c) or (d). If this Agreement is terminated pursuant to terminates under Section 8.17.2 (a), this Agreement shall become void and of no effect with no liability on the part of any party (c) or any shareholder(d), director, officer, employee, agent, consultant or representative of such party) to the other party hereto; provided, however, that if such termination shall result from the then: (i) failure Consultant shall have no further claim to, and the Company shall have no obligation to pay to Consultant, any part of either party the Consultant's Fee or Annual Fee that Consultant did not earn before the termination of this Agreement. The Company will pay to fulfill a condition Consultant any part of the Consultant's Fee or Annual Fee that Consultant earned before the termination of the Agreement and had not been paid prior to the performance time of the obligations of the other party or termination; and (ii) failure of either party Any RSUs held by Consultant that have vested on or before the termination date shall be paid (or the shares issuable thereunder issued) to perform an agreement Consultant or covenant hereof, such party shall his legal representative or estate as applicable. Any RSUs held by Consultant that are not vested on or before the termination date will be relieved of any liability immediately cancelled and forfeited to the other party as a result of such failure or breach; provided further, however, that Company on the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such terminationtermination date. (b) If this Agreement is terminated (iTermination under Section 7.2(b) or by either Parent or the Company pursuant for any Reason Other than Pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (iSections 7.2(a), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%c), or (ii) by Parent pursuant to the provisions of d). If this Agreement terminates under Section 8.1(d7.2 (b), or by the Company for any reason other than pursuant to the provisions of Section 8.1(cSections 7.2(a), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parentc) in immediately available funds or (x) in the case of clause d), then: (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect The Company will pay to a Takeover Proposal or consummation Consultant any part of the transactions contemplated by a Takeover Proposal, Consultant's Fee or Annual Fee that Consultant earned before the termination of the Agreement and (y) in had not been paid prior to the case time of clause termination; (ii) All Consultant Fees payable under Section 2.2 for the Minimum Guaranteed Fee through the remainder of this Section 8.2(b)the Initial Expiration Term or Extended Expiration Date if applicable, prior had the Agreement not been so terminated, shall become immediately due and payable to or concurrently with Consultant and shall be paid by the Company to Consultant promptly upon such termination. “Termination Fee” ; and (iii) any period of restriction and other restrictions imposed on all RSUs shall mean a cash amount equal to $200,000,000.lapse, and all RSUs shall be immediately settled and payable (or the shares issuable thereunder issued);

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1 this Agreement shall forthwith become void (other than covenants in Section 4.2 respecting the Voting Agreements and the Option Agreement) and there shall be no liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect to Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful and material breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Agreement. (b) Parent and the Company agree that if this Agreement is terminated pursuant to Section 7.1(d), (e), (f) or (g), then the Company shall pay Parent an amount equal to the sum of Parent's Expenses up to an amount equal to $2 million. (c) Parent and the Company agree that if this Agreement is terminated pursuant to Section 7.1 (h), then Parent shall pay to the Company an amount equal to the sum of all of the Company's Expenses up to an amount equal to $2 million. (d) Payment of expenses pursuant to Section 7.2(b) or 7.2(c) shall be made not later than two Business Days after delivery to the other party of notice of demand for payment and a documented itemization setting forth in reasonable detail all Expenses of the party entitled to receive payment (which itemization may be supplemented and updated from time to time by such party until the 60th day after such party delivers such notice of demand for payment). All payments under this Section 7.2 shall be made by wire transfer of immediately available funds to an account designated by the party entitled to receive payment. (e) In addition to any payment required by the foregoing provisions of this Section: (1) in the event that this Agreement is terminated pursuant to Section 7.1(e) (other than clause (vii) thereof) or 7.1(f), then the Company shall pay to Parent immediately prior to such termination, in the case of a termination by the Company, or within two business days thereafter, in the case of a termination by Parent, a termination fee of $52.5 million; (2), in the event that this Agreement is terminated pursuant to Section 7.1(g) or clause (vii) of Section 7.1(e), then the Company shall pay Parent, no later than two days after the earlier to occur of (i) the date of entrance by the Company or any of its Subsidiaries into an agreement concerning a transaction that constitutes an Acquisition Proposal or (ii) the date any Person or Persons (other than Parent) purchases 20% or more of the assets or voting securities (in one or a series of transactions) of the Company and its Subsidiaries (provided that the entering of any definitive agreement referred to in clauses (i) and (ii) of this sentence is entered into by the Company or any of its Subsidiaries, or if there is no such agreement with respect to a purchase contemplated by clause (ii), any tender, exchange or other offer or arrangement for the Company's voting securities is first publicly disclosed, within 12 months of such termination of this Agreement; (provided further, however, that a financing transaction constituting a sale and leaseback of communications towers and related equipment shall not constitute a transaction under clause (i) or (ii) above.)), a termination fee of $52.5 million; and (3) in the event the Agreement is terminated pursuant to Section 7.1(d), and none of the events described in clauses (i) and (ii) of subsection (2) of this Section 7.2(e) has occurred, then the Company shall pay to Parent, upon such termination, a termination fee of $30 million, provided however that if, within 12 months of such termination of this Agreement, an event described in clauses (i) and (ii) of subsection (2) of this Section 7.2(e) occurs (other than a financing transaction constituting a sale and leaseback of communications towers and related equipment), then, no later than two days after the occurrence of any such event, the Company shall pay Parent an additional termination fee of $22.5 million. (f) If this Agreement is terminated pursuant to Section 8.17.1(h) and the Company prior to the date of such termination consummated the Tender Offer, then Parent will pay the Company an amount equal to the product of (x) $3.5 million and (y) the percentage of outstanding Debentures purchased under the Tender Offer, plus all Company Expenses which may be owed pursuant to Section 7.2(c). If this Agreement shall become void is terminated pursuant to Section 7.1(h) and of no effect with no liability on the part of any party (or any shareholder, director, officer, employee, agent, consultant or representative Company prior to the date of such partytermination irrevocably made the Deposit pursuant to Section 5.9(e) to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability then Parent will pay the Company an amount equal to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, this Section 8.2, Article IX and Article X hereof and the provisions of the Confidentiality Agreement shall survive such termination$4.5 million. (bg) If this Agreement is terminated (i) by either Parent or the Company pursuant to the provisions of Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(b)(ii), but in the case of a termination pursuant to Section 8.1(b)(ii), only if the applicable Final Order is based on the existence of a Takeover Proposal (whether or not modified after it is first made), and, in the case of any termination under this clause (i), (A7.1(b) prior to such termination a Takeover Proposal shall have been made known to and the Company or its shareholders or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) at any time on or prior to the 12-month anniversary date of such termination consummated the Tender Offer, then Parent will pay the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%), or (ii) by Parent pursuant an amount equal to the provisions product of Section 8.1(d), or by the Company pursuant to the provisions of Section 8.1(c), the Company shall pay Parent the Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds (x) in the case of clause (i) of this Section 8.2(b), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, $1.75 million and (y) in the case percentage of clause (iioutstanding Debentures purchased under the Tender Offer, plus all Company Expenses which may be owed pursuant to Section 7.2(c). If this Agreement is terminated pursuant to Section 7.1(b) of this Section 8.2(b), and the Company prior to or concurrently with the date of such termination. “Termination Fee” shall mean a cash termination irrevocably made the Deposit pursuant to Section 5.9(e) hereof, then Parent will pay the Company an amount equal to $200,000,0002.25 million.

Effect of Termination. (a) If In the event of the termination of this Agreement in accordance with Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is terminated made (other than in the case of termination pursuant to Section 8.18.1(a)), and this Agreement shall forthwith become void null and of void, and there shall be no effect with no damages or liability on the part of any party (Parent, Sub or any shareholderthe Company or their respective directors, directorofficers, officeremployees, employeeshareholders, agentRepresentatives, consultant agents or representative of such party) advisors other than, with respect to Parent, Sub and the Company, the obligations pursuant to the other party hereto; provided, however, that if such termination shall result from the (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform an agreement or covenant hereof, such party shall not be relieved of any liability to the other party as a result of such failure or breach; provided further, however, that the provisions of Section 6.6, Confidentiality Agreement and this Section 8.2, and Article IX and Article X hereof the last sentence of Section 6.2. Nothing contained in this Section 8.2 shall relieve Parent, Sub or the Company from liability for fraud or willful and intentional (with the provisions intent of the Confidentiality Agreement shall survive such terminationbreaching this Agreement) breach of this Agreement, except as set forth in Section 8.2(h). (b) If this Agreement is terminated terminated: (i) by Parent pursuant to Section 8.1(d)(ii) or Section 8.1(d)(iii), or (ii) (A) this Agreement is terminated by (1) the Company or Parent pursuant to Section 8.1(b)(i) (but only if at such time Parent would not be prohibited from terminating this Agreement by the first proviso in Section 8.1(b)(i)) without a vote of the Company’s shareholders being taken with respect to the Merger, (2) Parent pursuant to Section 8.1(d)(i) (unless the Company Shareholder Approval has been obtained) or (3) either Parent or the Company pursuant to the provisions of Section 8.1(b)(i8.1(b)(iii), Section 8.1(b)(iii(B) or Section 8.1(b)(ii), but there has been publicly disclosed for the first time after the date of this Agreement and prior to the termination of this Agreement in the case of a termination pursuant clauses (A) (1) and (2) and prior to Section 8.1(b)(ii), only if the applicable Final Order is based on time of the existence of a Takeover Proposal (whether or not modified after it is first made), and, Company Shareholder Meeting in the case of any termination under this clause (i), (A) prior to such termination a Takeover Proposal shall have been made known to the Company or its shareholders or any Person shall have publicly announced (3), an intention (whether or not conditional) to make a Takeover Acquisition Proposal and (BC) at any time on or prior to the within twelve (12-month anniversary of ) months after such termination termination, either (1) the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Takeover Proposal or the transactions contemplated by any Takeover Proposal are consummated (provided that solely for purposes of this Section 8.2(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal except that all references to 10% shall be deemed references to 30%)a Qualifying Transaction, or (ii2) by Parent pursuant a Qualifying Transaction occurs (in each case, regardless of whether a Qualifying Transaction relates to the provisions of Section 8.1(dsame Acquisition Proposal referred to in clause (B)), or by the Company pursuant to the provisions of Section 8.1(c), then the Company shall pay to Parent the Termination Fee by wire transfer a termination fee of $600,000,000 (less any fee paid pursuant to an account designated by ParentSection 8.2(f)) in immediately available funds cash, (x) in the case within five (5) Business Days of clause (iany termination pursuant to Section 8.1(d)(ii) of this or Section 8.2(b8.1(d)(iii), upon the earlier of entering into such definitive agreement with respect to a Takeover Proposal or consummation of the transactions contemplated by a Takeover Proposal, and (y) in the case of clause (ii) of this Section 8.2(b), prior to or concurrently with such termination. “Termination Fee” shall mean a cash amount equal to $200,000,000.and