Common use of Effectiveness; Term Clause in Contracts

Effectiveness; Term. (a) This Agreement shall become effective (the "Effective Date") simultaneously with the closing of the transactions under the Merger Agreement and shall terminate without liability or penalty on the part of any party or its directors, officers, fiduciaries, employees and stockholders or general and limited partners (and the directors, officers, fiduciaries, employees and stockholders or general and limited partners thereof) to any other party or such other party's Affiliates upon the termination of the Merger Agreement pursuant to its terms. (b) Unless theretofore terminated pursuant to the preceding paragraph, the rights and obligations of, and restrictions on, the Stockholders under Article II of this Agreement shall terminate when GSCP and its Affiliates no longer hold in the aggregate at least 40% of the fully diluted shares of Common Stock then outstanding. Notwithstanding the foregoing, in the event the Company enters into any agreement to merge with or into any other Person or adopts any other plan of recapitalization, consolidation, reorganization or other restructuring transaction as a result of which the Stockholders and their respective Permitted Transferees (including GSCP and any Affiliates thereof) shall own less than a majority of the outstanding voting power of the entity surviving such transaction, this Agreement shall terminate. (c) Unless theretofore terminated pursuant to Section 5.1(a), and notwithstanding anything in Section 5.1(b) to the contrary, the provisions contained in Article III hereof shall continue to remain in full force and effect until the earlier to occur of the twentieth anniversary of the date hereof and the date on which there are no longer any Registrable Securities outstanding or issuable or thereafter available for or subject to issuance to any Stockholder upon exercise or conversion of any options, warrants, rights or other convertible securities; provided, however, that the provisions of Section 3.3 hereof shall survive termination pursuant to Section 5.1(b) or (c) of this Agreement.

Effectiveness; Term. (a) This Agreement shall become be- come effective (the "Effective Date") simultaneously with the closing of the transactions under the Merger Agreement and shall terminate without liability or penalty on the part of any party or its directors, officers, fiduciaries, employees and stockholders or general and limited partners (and the directorsdirec- tors, officers, fiduciaries, employees and stockholders or general gen- eral and limited partners thereof) to any other party or such other party's Affiliates upon the termination of the Merger Agreement pursuant to its terms. (b) Unless theretofore terminated pursuant to the preceding paragraph, the rights and obligations of, and restrictions re- strictions on, the Stockholders under Article II of this Agreement Agree- ment shall terminate when GSCP and its Affiliates no longer hold in the aggregate at least 40% of the fully diluted shares of Common Stock then outstanding. Notwithstanding the foregoingforego- ing, in the event the Company enters into any agreement to merge with or into any other Person or adopts any other plan of recapitalization, consolidation, reorganization or other restructuring re- structuring transaction as a result of which the Stockholders and their respective Permitted Transferees (including GSCP and any Affiliates thereof) shall own less than a majority of the outstanding voting power of the entity surviving such transactiontransac- tion, this Agreement shall terminate. (c) Unless theretofore terminated pursuant to Section Sec- tion 5.1(a), and notwithstanding anything in Section 5.1(b) to the contrary, the provisions contained in Article III hereof shall continue to remain in full force and effect until the earlier to occur of the twentieth anniversary of the date hereof and the date on which there are no longer any Registrable Regis- trable Securities outstanding or issuable or thereafter available avail- able for or subject to issuance to any Stockholder upon exercise exer- cise or conversion of any options, warrants, rights or other convertible securities; provided, however, that the provisions of Section 3.3 hereof shall survive termination pursuant to Section 5.1(b) or (c) of this Agreement.

Effectiveness; Term. (a) This Agreement (other than Section 6 hereof) shall become effective upon a Triggering Event (as defined below) (the date of such Triggering Event being the "Effective Date") simultaneously with the closing of the transactions under the Merger Agreement and shall terminate without liability or penalty on the part of any party or its directors, officers, fiduciaries, employees and stockholders or general and limited partners (and the directors, officers, fiduciaries, employees and stockholders or general and limited partners thereof) to any other party or such other party's Affiliates upon the termination of the Merger Agreement pursuant to its terms. (b) Unless theretofore terminated pursuant to the preceding paragraph, the rights and obligations of, and restrictions on, the Stockholders under Article II of this Agreement shall terminate when GSCP and its Affiliates no longer hold in the aggregate at least 40% of the fully diluted shares of Common Stock then outstanding. Notwithstanding the foregoing, in the event the Company enters into any agreement to merge with or into any other Person or adopts any other plan of recapitalization, consolidation, reorganization or other restructuring transaction as a result of which the Stockholders and their respective Permitted Transferees (including GSCP and any Affiliates thereof) shall own less than a majority of the outstanding voting power of the entity surviving such transaction, this Agreement shall terminate. (c) Unless theretofore terminated pursuant to Section 5.1(a), and notwithstanding anything in Section 5.1(b) to the contrary, the provisions contained in Article III hereof shall continue to will remain in full force and effect until the earlier to occur end of the twentieth anniversary thirtieth month following such Triggering Event (such 30 month period being the "Initial Term") and thereafter shall automatically renew for six-month periods (each such six- month period being a "Renewal Term", and the Initial Term together with any Renewal Terms being the "Term") unless either party notifies the other in writing no later than ninety (90) days prior to the end of the date hereof and applicable Initial Term or Renewal Term, as the date on which there are no longer any Registrable Securities outstanding or issuable or thereafter available for or subject case may be, of its desire to issuance to any Stockholder upon exercise or conversion terminate the Agreement as of any options, warrants, rights or other convertible securitiesthe end of the term then in effect; provided, however, that for this Agreement to become effective the provisions Triggering Event must occur prior to January 1, 2002 and the Executive must have remained in the employ of the Trust through the date of the Triggering Event. Notwithstanding any other provision of this Agreement, Section 3.3 6 hereof shall survive termination pursuant become effective on the date hereof. On the Effective Date, the Existing Employment Agreement shall terminate and be of no further force and effect. For purposes of this Agreement, the term "Triggering Event" shall mean the first to Section 5.1(boccur of (w) the date a Plan of Liquidation of the Trust becomes effective, (x) the date the Trust sells all or substantially all of its assets in a single transaction or series of related transactions, (y) the date the Trust merges into any corporation, association, trust or other organization where the Trust is not the surviving entity and the successor of the Trust is not 50% or more beneficially owned by the Trust's beneficial owner's prior to the merger (either of (x) or (cy) being a "Sale"); or (z) a Change of this AgreementControl but only if none of the events described in (w), (x) or (y) above have occurred.

Effectiveness; Term. (a) This Agreement shall become effective (the "Effective Date") simultaneously with the closing of the transactions under the Merger Agreement and shall terminate without liability or penalty on the part of any party or its directors, officers, fiduciaries, employees and stockholders or general and limited partners (and the directors, officers, fiduciaries, employees and stockholders or general and limited partners thereof) to any other party or such other party's Affiliates upon the termination first of the Merger Agreement pursuant to its termsAcquisitions. (b) Unless theretofore terminated pursuant to the preceding paragraph, the The rights and obligations of, and restrictions on, the Stockholders under Article II of this Agreement shall terminate when GSCP (i) FPC and its Affiliates no longer hold in the aggregate at least 4020% of the fully diluted shares of Common Stock then outstandingoutstanding or (ii) with respect to any Warrants or shares of Common Stock issued upon exercise thereof only, following consummation of an IPO, such Warrants or shares of Common Stock issued upon exercise thereof are no longer required to, and do not, bear the legend provided in Section 2.6.1(a). Notwithstanding the foregoing, in the event the Company enters into any agreement to merge with or into any other Person or adopts any other plan of recapitalization, consolidation, reorganization or other restructuring transaction as a result of which the Stockholders and their respective Permitted Transferees (including GSCP FPC and any Affiliates thereof) shall own less than a majority of the outstanding voting power of the entity surviving such transaction, this Agreement shall terminate. (c) Unless theretofore terminated pursuant to Section 5.1(a), and notwithstanding Notwithstanding anything in Section 5.1(b) to the contrary, the provisions contained in Article III hereof shall continue to remain in full force and effect until the earlier to occur of the twentieth anniversary of the date hereof and the date on which there are no longer any Registrable Securities outstanding or issuable or thereafter available for or subject to issuance to any Stockholder upon exercise or conversion of any options, warrants, rights or other convertible securities; provided, however, that the provisions of Section 3.3 hereof shall survive termination pursuant to Section 5.1(b) or (c) of this Agreement.

Effectiveness; Term. (a) This Agreement shall become effective (the "Effective Date") simultaneously with the closing of the transactions under the Merger Agreement and shall terminate without liability or penalty on the part of any party or its directors, officers, fiduciaries, employees and stockholders or general and limited partners (and the directors, officers, fiduciaries, employees and stockholders or general and limited partners thereof) to any other party or such other party's Affiliates upon the termination of the Merger Agreement pursuant to its terms. (b) Unless theretofore terminated pursuant to the preceding paragraph, the rights and obligations of, and restrictions on, the Stockholders under Article II of this Agreement shall terminate when GSCP and its Affiliates no longer hold in the aggregate at least 40% of the fully diluted shares of Common Stock then outstanding. Notwithstanding the foregoing, in the event the Company Holdings enters into any agreement to merge with or into any other Person or adopts any other plan of recapitalization, consolidation, reorganization or other restructuring transaction as a result of which the Stockholders and their respective Permitted Transferees (including GSCP and any Affiliates thereof) shall own less than a majority of the outstanding voting power of the entity surviving such transaction, this Agreement shall terminate. (c) Unless theretofore terminated pursuant to Section 5.1(a), and notwithstanding anything in Section 5.1(b) to the contrary, the provisions contained in Article III hereof shall continue to remain in full force and effect until the earlier to occur of the twentieth anniversary of the date hereof and the date on which there are no longer any Registrable Securities outstanding or issuable or thereafter available for or subject to issuance to any Stockholder upon exercise or conversion of any options, warrants, rights or other convertible securities; provided, however, that the provisions of Section 3.3 hereof shall survive termination pursuant to Section 5.1(b) or (c) of this Agreement.