Common use of Term of Agreement; Termination Clause in Contracts

Term of Agreement; Termination. (a) Subject to Section 10(f), the term of this Agreement shall commence on the date hereof, and such term and this Agreement shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. (b) If (i) an Alternative Proposal (as such term is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders of the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms of this Agreement.

Term of Agreement; Termination. (a) Subject to Section 10(f), the The term of this Agreement shall commence on the date hereof, of this Agreement and such term and this shall continue until terminated (the "Termination Date") as set forth below. This Agreement shall terminate upon on the earliest to occur of the following: (i) the Effective Time; closing of the sale of Summit V stock contemplated by the Stock Purchase Agreement (the "Closing") or the termination of the Stock Purchase Agreement prior to Closing, or (ii) the date on which mutual written consent of the Merger Agreement is terminated in accordance with its terms; parties hereto to termination of this Agreement, or (iii) by Jenkon or JIA, as the date on which case may be, in the event that the other party materially breaches the terms of this Agreement, or (iv) by Jenkon in the event that the disinterested members of the Board of Directors of Jenkon makes a good faith determination that JIA has mismanaged the Company withdraws operation of Summit V's business in a manner that has or materially modifies or changes its recommendation is reasonably likely to have a material adverse effect on Jenkon and (1) Jenkon has given notice of the Merger Agreement if the Board nature of Directors of the Company after consultation with its counsel determines that the failure such mismanagement to take JIA and (2) such action could reasonably be deemed a breach of its fiduciary duties mismanagement, to the Company's stockholders under applicable law; and extent curable, has been cured by JIA within five (iv5) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunderbusiness days of receipt of notice; provided, however, that such termination shall Jenkon may not relieve any party from liability for any breach of terminate this Agreement prior pursuant to this clause (iv) in the event that Jenkon, within five (5) business days of the notice of mismanagement, receives reasonable assurances from JIA that JIA is prepared and able to close. Such assurances from JIA are to take the form of a written representations from JIA and its officers as to JIA's willingness and ability to close within such terminationtime frame and which assurances shall be supported by such objective proof of JIA's ability to close as Jenkon may reasonably require. (bv) If by Jenkon or Summit V if JIA shall commence any cause, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to them, or seeking to adjudicate them a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to their debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for JIA or for all or any substantial part of the assets of JIA; if JIA shall make a general assignment for the benefit of creditors; if there shall be commenced against JIA any case, proceeding or other action of a nature referred to in clause (i) an Alternative Proposal above with (as such term is defined A) results in the Merger Agreemententry of an order for relief or any such adjudication or appointment or (B) which provides that the Company's stockholders will receive in excess remains undismissed, undischarged or unbonded for a period of $26.00 per share of Common Stock is then outstanding, and sixty (ii60) at a meeting of stockholders of the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent days; or if there shall be entitled to receive the Termination Fee (as defined commenced against JIA any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets, which results in the Merger Agreement) pursuant to Section 8.5(b) entry of the Merger Agreement and provided that Parent an order for any such relief which shall not be in material breach of its obligations hereunder have been vacated, discharged, or under stayed or bonded pending appeal within thirty (30) days from the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms of this Agreemententry thereof.

Term of Agreement; Termination. (a) Subject to Section 10(f), the term of this This Agreement shall commence on the date Effective Time and shall continue (unless sooner terminated pursuant to the terms hereof) through January 31, and such term and this 2007 ("Term"). This Agreement shall terminate upon the earliest not be subject to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such terminationrenewal. (b) If (i) an Alternative Proposal (as such term is defined Buyer may terminate this Agreement at any time upon written notice to Seller in the Merger Agreement) which provides that the Company's stockholders will receive in excess event of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders of the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder this Agreement by Seller. Such termination shall become effective thirty (30) days from the date of Seller's receipt of such notice unless the breach is cured. (c) Seller may terminate this Agreement at any time upon written notice to Buyer in the event of a material breach of this Agreement by Buyer. Such termination shall become effective thirty (30) days from the date of Buyer's receipt of such notice unless the breach is cured; provided, that if such breach relates to the non-payment by Buyer of any amount due under Section 4, then termination under this Section 6(c) shall be effective twenty (20) days from the date of receipt of notice of breach from Seller unless all unpaid fees or expenses that are in payment default have been paid in full within such 20-day period. (d) Following the expiration of this Agreement under Section 6(a) or the Merger termination of this Agreement by Buyer under Section 6(b), but subject to the terms and conditions of this Agreement, the Stockholder will pay Parent the sum Seller shall continue to deliver any previously undelivered On Order Products. Following any termination of $22,500,000 as promptly as practicablethis Agreement by Seller under Section 6(c), but not later than three business days subject to the terms and conditions of this Agreement, Seller may elect to continue to deliver any previously undelivered On Order Products, provided under no circumstances shall Seller be obligated to do so. Buyer shall continue to maintain the LOC(s) required under Section 4(a) until Buyer has paid for all Seller Sourced Products delivered by Seller following the expiration or termination of this Agreement. Subject to Sections 1(c) through 1(h), Section 1(j), Section 2(c) and Section 4, Buyer shall have six (6) months following the expiration or termination of this Agreement to sell off its inventory of Third Party Branded Products, or such meeting, and such payment will longer or shorter period as may be made by wire transfer of immediately available funds to permitted under an account designed by Parent. applicable license agreement for the Third Party Brand. (e) Notwithstanding anything any other provision in this Agreement to the contrary, the fee which may become payable whether this Agreement expires or is terminated by Seller or Buyer, or whether this Agreement is subject to a partial termination under this Section 7(b) 7, Buyer shall be the sole and exclusive remedy available to Parent remain liable for the Stockholder's failure payment of all amounts due with respect to vote the Shares in accordance with Products delivered under the terms of this Agreement, even though Products may not be delivered or sold until after such expiration or termination. Further, in the event of expiration or termination of this Agreement, Sections 1(e) through 1(i), 2, 3, 4, 5, 6, 8, 10, 11 and 13 through 22 shall continue in full force and effect; provided that Sections 1(g) and 1(h) shall not survive if this Agreement is terminated pursuant to Section 6(b).

Term of Agreement; Termination. (a) Subject to Section 10(f), the 7.1 The term of this Agreement shall commence upon execution by both parties or on the date hereof, and such term and this Agreement shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which LICENSEE receives the Merger LICENSED MATERIALS, whichever occurs first, and shall continue until terminated as provided below. 7.2 LICENSEE may terminate this Agreement is terminated in accordance at any time. 7.3 PLC may terminate this Agreement immediately, should LICENSEE (a) materially fail to comply with its terms; any provision of this Agreement and does not: (iiii) correct such failure within the date on which the Board aforesaid thirty (30) day period. 7.4 PLC may terminate this Agreement, upon giving LICENSEE written notice of Directors such termination, should LICENSEE materially breach any of the Company withdraws or materially modifies or changes its recommendation provisions of the Merger Agreement if the Board this Agreement, unless such breach is curable and is cured by LICENSEE within sixty (60) days of Directors receiving written notice, in reasonable detail, of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28, 1997breach. Upon such termination, no party PLC may repossess all copies of the LICENSED MATERIALS then in LICENSEE's possession or control, and may withhold its performance under this Agreement. These remedies shall have be cumulative and in addition to any further obligations or liabilities hereunder; providedother remedies available to PLC. NOTWITHSTANDING THE FOREGOING, howeverUPON TRANSFER OF ANY COPY OF THE SOFTWARE SOURCE CODE TO ANY UNAUTHORIZED THIRD PARTY BY LICENSEE, that such ITS EMPLOYEES OR CONTRACTORS, PLC MAY TERMINATE THIS LICENSE ON NOTICE TO LICENSEE. 7.5 Upon termination shall not relieve any party from liability for any breach of this Agreement prior for any reason, LICENSEE shall immediately cease all use and destroy the LICENSED MATERIALS and any copies thereof made by LICENSEE. Within thirty (30) days after termination of this Agreement, LICENSEE shall certify in writing to such terminationPLC signed by LICENSEE's duly authorized representative that LICENSEE's obligations under this section have been fulfilled. (b) If (i) an Alternative Proposal (as such term is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders of the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. 7.6 Notwithstanding anything in this Agreement, termination of this Agreement to shall not affect the contraryOEM Agreement or this LICENSEE's rights thereunder. 7.7 Any obligations that by their nature continue after the termination of this Agreement, including without limitation those specified in sections 3, 4, 5, and 6 above, shall remain binding upon the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms Parties after termination of this Agreement.

Term of Agreement; Termination. (a) Subject to Section 10(f), the term The Term of this Agreement Purchase Contract shall commence on the date hereof, and such term and this Agreement continue until October 1, 2041, unless terminated pursuant to Section 4.2(b), Section 4.2(c) or Section 4.2(d) hereof (the “Expiration Date”). If the Indenture shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with be discharged by its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties terms prior to the Company's stockholders under applicable law; and (iv) May 28Expiration Date, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for any breach the Term of this Agreement prior to such terminationPurchase Contract shall thereupon end. (b) If This Purchase Contract and the Board’s obligations to pay Installment Payments and Additional Payments hereunder shall be subject to termination 60 days after the Board certifies to the Trustee that (i) the General Assembly of the State has made a determination not to appropriate requested funds necessary to make that portion of the Installment Payments due during the then-current fiscal year to be paid from State-appropriated funds (an Alternative Proposal (as such term is defined in the Merger Agreement“Event of Nonappropriation”) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders the Board has determined that there are not sufficient Legally Available Nonappropriated Funds to pay the portion of the Company held Installment Payments coming due during the then-current fiscal year. (c) The Board is granted the option to terminate this Purchase Contract on any date on or after October 1, 20 . In order to exercise such option to terminate this Purchase Contract, the Board shall give written notice to the Trustee, not less than 60 days prior to the date of termination, that is exercising its option to terminate this Purchase Contract. If the Board exercises such option to terminate this Purchase Contract, Installment Payments due after the termination date are subject to prepayment in whole on the date of termination as set forth in Section 9.3(a) hereof. (d) Failure of the Board to provide for the purpose of voting on a proposal payments to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Trustee required by Section 8.5(b) 4.4 hereof may terminate all of the Merger Agreement Board’s right, title and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything interest in this Agreement Purchase Contract and to all of the contrary, the fee which may become payable under this Improvements as provided in Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms of this Agreement8.2 hereof.

Term of Agreement; Termination. (a) Subject to Section 10(f), the The initial term of this Agreement shall commence on the date hereofon which this Agreement has been approved in its entirety by the Commission or the FCC as contemplated in Section 252 of the Act (the "Effective Date") and shall expire on March 15, 2001 ("Term"), except as otherwise provided in Section 2(d) below. (b) COVAD (i) shall, at XXXX ATLANTIC's request, or (ii) may, at its option, nine months prior to the expiration of the Term, make a request to XXXX ATLANTIC to renegotiate the terms of this Agreement pursuant to Section 251(c)(1) of the Act. The date of XXXX ATLANTIC's receipt of such request shall be hereinafter referred to as the "Renegotiation Request Date". The Parties agree that within sixty (60) days of such Renegotiation Request Date each Party will provide to the other a written description of its proposed changes to the Agreement. The Parties shall enter into negotiations on such proposed changes seventy-five (75) days after such Renegotiation Request Date. (c) In the event that, notwithstanding, the good faith efforts of both Parties, they are unable to agree on terms and such term conditions of a new agreement, effective as of the expiration of this Agreement, then either Party may, beginning 135 days after the Renegotiation Request Date, file a petition for arbitration by the Commission pursuant to Section 252(b) of the Act. (d) The terms and conditions of this Agreement shall terminate upon only continue in full force and effect until the earliest to occur of (i) the Effective Time; (ii) the effective date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of Commission's decision pursuant to any petition filed under Section 2(c) above (the Merger Agreement "Arbitration Decision") if the Board of Directors of the Company after consultation with its counsel determines that the failure COVAD requests to take such action could reasonably be deemed a breach of its fiduciary duties renegotiate pursuant to the Company's stockholders under applicable law; and (ivSection 2(b) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunderabove; provided, however, that such termination shall not relieve the prices, and, where feasible, any party from liability for any breach other terms and conditions of this Agreement prior shall be trued up to such terminationconform with the Arbitration Decision back to the date of expiration of the Term. (be) If Nothing in this Section 2 shall be construed as a waiver by either Party of its right to appeal any decision of the Commission, including the Arbitration Decision. (f) Upon termination or expiration of this Agreement in accordance with this Section 2: (i) an Alternative Proposal each Party shall comply with its obligations set forth in paragraph (as such term is defined in c) of Section 18 of the Merger General Terms and Conditions of this Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and ; (ii) at a meeting each Party shall promptly pay all amounts (including any late payment charges or cancellation charges, if any) owed under this Agreement; and (iii) each Party's obligations that by their terms continue in force and effect after termination or expiration of stockholders of the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary(including, the fee which may become payable under this Section 7(bwithout limitation, indemnification obligations) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms survive termination or expiration of this Agreement.

Term of Agreement; Termination. At any time during which the Company intends to qualify as a “venture capital operating company” within the meaning of 29 C.F.R. Section 2510.3-101(d), this Agreement may be terminated upon 30 days’ written notice without cause or penalty by a majority of the Board. (a) Subject to Section 10(f), the term of this Agreement shall commence on the date hereofAt all other times, and such term and until this Agreement shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; , this Agreement shall be in effect until March 31, 2025 (iiithe “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Adviser that is materially detrimental to the Company or the Operating Partnership or (ii) the date on which compensation payable to the Board of Directors Adviser hereunder is unfair; provided that the Company and the Operating Partnership shall not have the right to terminate this Agreement under clause (ii) above if the Adviser agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company withdraws or materially modifies or changes its recommendation and the Operating Partnership may elect not to renew this agreement upon the expiration of the Merger Agreement if Initial Term or any Renewal Term and upon 180 days’ prior written notice to the Board of Directors Adviser (the “Termination Notice”). If the Company or the Operating Partnership issues the Termination Notice, the Company or the Operating Partnership shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice and (ii) pay the Adviser the Termination Fee before or on the last day of the Company after consultation with its counsel determines that Initial Term or Renewal Term (the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder“Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Adviser is unfair, the Adviser shall have the right to renegotiate such compensation by delivering to the Company and the Operating Partnership, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Operating Partnership (represented by the Independent Directors) and the Adviser shall endeavor to negotiate in good faith the revised compensation payable to the Adviser under this Agreement, provided that the Adviser and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Adviser within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Adviser hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company, the Operating Partnership and the Adviser agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company, the Operating Partnership and the Adviser are unable to agree to the terms of the revised compensation to be payable to the Adviser during such 60-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. For the avoidance of doubt, in the event that the Company terminates or ceases to be a party to this Agreement, the Agreement shall not relieve any party from liability for any breach of this Agreement prior be null and void (other than Sections 18 through 22 hereof), including with respect to such terminationthe Operating Partnership. (b) If (i) an Alternative Proposal (as such term is defined in In recognition of the Merger Agreement) which provides that level of the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders upfront effort required by the Adviser to originate the Investments of the Company held for and the purpose Operating Partnership and the commitment of voting on a proposal to approve resources by the Merger AgreementAdviser, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided event that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares is terminated in accordance with the terms provisions of Section 15(a) of this Agreement, unless terminated for cause the Company or the Operating Partnership shall pay to the Adviser, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of the average annual Management Fee earned by the Adviser during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company and the Operating Partnership to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Adviser on the one hand or the Company and the Operating Partnership on the other hand may deliver written notice to the other side informing it of such party’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. Neither the Company nor the Operating Partnership is required to pay to the Adviser the Termination Fee if the Adviser terminates this Agreement pursuant to this Section 15(c). (d) If this Agreement is terminated pursuant to Section 15, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 18 through 22 of this Agreement shall survive termination of this Agreement.

Term of Agreement; Termination. (a) Subject to Section 10(f), the The initial term of this Agreement shall commence on the date hereofEffective Date and continue for a period of one (1) years (the “Initial Term”). Thereafter, and such term and this the Agreement shall terminate upon automatically renew for successive one (1) year periods, unless CRF or Client provides written notice of non-renewal to the earliest to occur other party at least sixty (60) days before the end of (i) the Effective Time; (ii) current term. Notwithstanding the preceding, on the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure corresponding to take such action could reasonably be deemed a breach of its fiduciary duties sixty days prior to the Company's stockholders under applicable law; one year anniversary, the contract will automatically extend to the next one year anniversary date, unless notice of termination is given as specified in the following paragraph. i. Either the Client or Servicer may terminate servicing by Servicer with respect to any Client Loan or all Client Loans upon ninety (90) days written notice delivered to the other party via email (and duly acknowledged by the other party) or upon a Servicer Termination Event (iv) May 28, 1997as defined below). Upon such termination, no party Servicer shall have promptly supply appropriate reports, documents, promissory notes and other information as requested by the Client or any further obligations person or liabilities hereunderentity designated by the Client and shall use its best efforts to effect the orderly and efficient transfer of servicing to the Client or a new servicer designated by the Client subject to the fees described in Schedule 2. ii. If any of the following events with respect to Servicer shall occur and be continuing, it shall be a “Servicer Termination Event”: (a) any failure by Servicer to remit any payment required to be made under the terms of the Agreement which continues un-remedied for a period of ten (10) business days after such payment was required to be made (and such cured failure shall not be deemed a Servicer Termination Event); provided, however, that any such termination failure shall not relieve any party from liability for any breach constitute a Servicer Termination Event if such delay or failure could not have been prevented by the exercise of this Agreement prior to reasonable diligence by Servicer, or such termination.delay or failure was caused by an act of God or public enemy, acts of declared or undeclared war, terrorism, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightening, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns or floods; or (b) If (i) an Alternative Proposal (as such term is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders any breach by Servicer of the Company held representations and warranties contained herein that materially and adversely affects the interests of the Client, or any failure on the part of Servicer to observe or perform in any material respect any of the covenants or agreements on the part of Servicer not described in subsection (a) and that continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to Servicer by the Client; provided, however, that if Servicer certifies to the Client that Servicer is in good faith attempting to remedy such breach, such cure period will be extended to the extent necessary to permit Servicer to cure such breach, but in no event more than thirty (30) days from the date of receipt by Servicer of written notice of such breach; or (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the purpose appointment of voting on a proposal to approve conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the Merger Agreementwinding-up or liquidation of its affairs, the Stockholder shall have failed been entered against Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days; or (d) Servicer shall consent to vote the Shares appointment of a conservator or receiver or liquidator in favor any insolvency, readjustment of such proposal thendebt, unless Parent marshaling of assets and liabilities or similar proceedings of or relating to Servicer or of or relating to all or substantially all of Servicer’s property; or (e) Servicer shall be entitled admit in writing its inability to receive pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach benefit of its obligations hereunder creditors, or under the Merger Agreement, the Stockholder will pay Parent the sum voluntarily suspend payment of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms of this Agreementits obligations.

Term of Agreement; Termination. (a) Subject The term of this Agreement (the "Loan Out Term") shall be for a period of thirty six (36) months, commencing on the Effective Date and continuing through and including October 31, 2002, unless otherwise terminated as provided in this Section. LOAN OUT AGREEMENT Michxxx X. Xxxxxx (b) Either party may terminate this Agreement with or without cause at any time upon 30 days' advance written notice and the Agreement shall then terminate at the end of the 30-day period. In the event the Agreement is terminated by eSAT prior to October 31, 2002, the Corporation shall receive compensation, pursuant to Section 10(f)2 (a) for one year with no further obligation to perform services hereunder. (c) As a material inducement to eSAT to enter into this Agreement, the Corporation expressly agrees that eSAT shall have no obligation to extend the term of this Agreement shall commence on beyond the date hereofinitial Term stated herein and that, and such term and notwithstanding any particular circumstances of the Corporation's or CEO's investment or expenditure of time, or effort in connection with the performance of the Corporation's duties under this Agreement, any termination or expiration of this Agreement in accordance with this Section 5 shall terminate upon be without liability of eSAT to the earliest Corporation by reason of any such termination or expiration. The Corporation expressly acknowledges that eSAT has not made any representations as to occur the possible or expected duration of this Agreement, except as provided herein. (d) Upon the expiration or termination of this Agreement, the Corporation and CEO shall immediately (i) the Effective Timediscontinue all use of eSAT's name and any and all trademarks, trade names or designations of origin owned or used by eSAT or eSAT's suppliers; (ii) the date on return to eSAT all literature, advertising and promotional material, displays, business cards and similar items which the Merger Agreement is terminated in accordance with its termsmay have been furnished by eSAT to CEO; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties cease representing to the Company's stockholders under applicable lawpublic or to any person or entity that either the Corporation or CEO has any relationship with eSAT; and (iv) May 28deliver to eSAT all files, 1997. Upon such terminationpermits, no party shall have any further obligations licenses and the like obtained or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for any breach maintained by the Corporation or CEO on behalf of this Agreement prior to such termination. (b) If (i) an Alternative Proposal (as such term is defined eSAT or in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders of the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance connection with the terms business of this AgreementeSAT.

Term of Agreement; Termination. (a) Subject to Section 10(f), the term of this 12.1 This Agreement shall commence on the date hereofAgreement Date and shall continue indefinitely thereafter until December 31, and such term and 2013 or until terminated in a manner provided herein (the "Term"). The Term may be extended for an addition period of 12 months upon the mutual agreement of the parties, in writing. 12.2 At any time after the Agreement Date, either party n1ay terminate this Agreement for cause, immediately upon written notice to the other party in the event: (a) such other party ceases all or substantially all of its business operations, or (b) such other party is in material breach or material default of any of its obligations under this agreement and does not fully cure or correct such breach or default within ten days after receiving written notice of such breach or default, or (c) such other party files a petition in bankruptcy or is adjudicated as a bankrupt, or (d) such other party institutes or has instituted against it any procedure in bankruptcy court or elsewhere for reorganization or rearrangement of its financial affairs, or has a receiver of his or its assets or property appointed because of insolvency, or makes a general assignment for the benefit of creditors. 12.3 Upon any termination of this Agreement by either party and for any reason: 12.3.1 Distributor immediately shall terminate upon the earliest cease to occur be an authorized distributor of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board Company; 12.3.2 Upon demand by Company and subject to any applicable bankruptcy, insolvency or other laws affecting creditors rights generally, Distributor shall resell and deliver to Company, free and clear of Directors all liens and encumbrances, such of the Services as Company withdraws or materially modifies or changes its recommendation may elect to repurchase, at a mutually agreed price not in excess of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take prices paid by Distributor for such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28Services, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that if Company elects not to repurchase any or all such termination Services, Distributor shall not relieve any party from liability for any breach of this Agreement prior have the right to such termination. (b) If (i) an Alternative Proposal (as such term is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders continue sales of the Company held for the purpose of voting on a proposal to approve the Merger AgreementServices then in its inventory, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement subject to the contrary, the fee which may become payable under this Section 7(b) shall be the sole terms and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms conditions of this Agreement, until such time as Distributor's inventory of Services has been sold; 12.3.3 Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures or investments of Company or Distributor, or for any reason whatsoever arising out of such termination; and 12.3.4 Distributor shall immediately remove and not thereafter use any sign containing any Names owned by Company and shall immediately destroy all stationery, advertising matter and other matter in its possession or control containing any of the Names. Distributor shall not, at any time after such termination, use or permit any such Names to be used in any manner in connection with any business conducted by it or in which it may have an interest, or otherwise whatsoever as descriptive of or referring to anything other than Services of Company.

Term of Agreement; Termination. At any time during which the Company intends to qualify as a “venture capital operating company” within the meaning of 29 C.F.R. Section 2510.3-101(d), this Agreement may be terminated upon 30 days’ written notice without cause or penalty by a majority of the Board. (a) Subject to Section 10(f), the term of this Agreement shall commence on the date hereofAt all other times, and such term and until this Agreement shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; , this Agreement shall be in effect until March 31, 2025 (iiithe “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Adviser that is materially detrimental to the Company or the Operating Partnership or (ii) the date on which compensation payable to the Board of Directors Adviser hereunder is unfair; provided that the Company and the Operating Partnership shall not have the right to terminate this Agreement under clause (ii) above if the Adviser agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company withdraws or materially modifies or changes its recommendation and the Operating Partnership may elect not to renew this agreement upon the expiration of the Merger Agreement if Initial Term or any Renewal Term and upon 180 days’ prior written notice to the Board of Directors Adviser (the “Termination Notice”). If the Company or the Operating Partnership issues the Termination Notice, the Company or the Operating Partnership shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice and (ii) pay the Adviser the Termination Fee before or on the last day of the Company after consultation with its counsel determines that Initial Term or Renewal Term (the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder“Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Adviser is unfair, the Adviser shall have the right to renegotiate such compensation by delivering to the Company and the Operating Partnership, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to LEGAL02/44513719v5 renegotiate its compensation under this Agreement. Thereupon, the Company and the Operating Partnership (represented by the Independent Directors) and the Adviser shall endeavor to negotiate in good faith the revised compensation payable to the Adviser under this Agreement, provided that the Adviser and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Adviser within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Adviser hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company, the Operating Partnership and the Adviser agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company, the Operating Partnership and the Adviser are unable to agree to the terms of the revised compensation to be payable to the Adviser during such 60-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. For the avoidance of doubt, in the event that the Company terminates or ceases to be a party to this Agreement, the Agreement shall not relieve any party from liability for any breach of this Agreement prior be null and void (other than Sections 18 through 22 hereof), including with respect to such terminationthe Operating Partnership. (b) If (i) an Alternative Proposal (as such term is defined in In recognition of the Merger Agreement) which provides that level of the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders upfront effort required by the Adviser to originate the Investments of the Company held for and the purpose Operating Partnership and the commitment of voting on a proposal to approve resources by the Merger AgreementAdviser, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided event that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares is terminated in accordance with the terms provisions of Section 15(a) of this Agreement, unless terminated for cause the Company or the Operating Partnership shall pay to the Adviser, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of the average annual Management Fee earned by the Adviser during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company and the Operating Partnership to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Adviser on the one hand or the Company and the Operating Partnership on the other hand may deliver written notice to the other side informing it of such party’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. Neither the Company nor the Operating Partnership is required to pay to the Adviser the Termination Fee if the Adviser terminates this Agreement pursuant to this Section 15(c). (d) If this Agreement is terminated pursuant to Section 15, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 18 through 22 of this Agreement shall survive termination of this Agreement.

Term of Agreement; Termination. A. This Agreement shall be deemed effective from and after August 7, 2006 through and including December 31, 2012 (a) Subject to Section 10(fthe “Term”), unless sooner terminated as follows: i. Either party hereto may terminate this Agreement upon written notice to the other party if the other party hereto becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, which petition or proceeding is not dismissed with prejudice within sixty (60) days after filing. ii. Either party hereto may terminate this Agreement upon written notice to the other party if the other party breaches any express material term or condition of this Agreement and fails to cure that breach within forty-five (45) days after receiving written notice of the breach. In the event that iParty gives written notice to Amscan of any good faith dispute with respect to any invoice(s) (which notice shall include specific details regarding each disputed invoice(s)) within fifteen days after receipt by iParty of written notice from Amscan of non-payment of such invoice(s), then the failure by iParty to pay such disputed amount shall not be deemed to be a breach of this Agreement; provided that either party may immediately submit the dispute to arbitration pursuant to this Agreement. B. Except as set forth herein, any termination or expiration of this Agreement shall commence on the date hereof, and such term and this Agreement be without prejudice to any right which shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties have accrued to the Company's stockholders under applicable law; benefit of any Party and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for Party of any breach obligation which has accrued prior to the effective date of such termination or expiration (including, without limitation, any credits and/or allowances in accordance with the provisions of this Agreement prior Agreement), which obligations shall remain in full force and effect for the period provided therein or, if no period is provided therein, then such obligations shall remain in full force and effect indefinitely (provided that to such termination. (b) If (i) an Alternative Proposal (as such term the extent that a Party is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) entitled to a credit at a meeting of stockholders of time when it does not owe any amounts to the Company held for the purpose of voting on a proposal other Party pursuant to approve the Merger this Agreement, the Stockholder shall have failed to vote the Shares in favor of then such proposal then, unless Parent Party shall be entitled to receive a payment from the Termination Fee (other Party in an amount equal to the credit). Except as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreementexpressly stated otherwise herein, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meetingremedies hereunder are cumulative, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything nothing in this Agreement shall prevent any Party, in the case of a breach, from not terminating this Agreement and seeking to the contrary, the fee which may become payable under enforce its rights hereunder. C. Upon any termination or expiration of this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares Agreement in accordance with the terms of this Agreementprovisions hereof, the provisions in Sections 8 and 10 shall survive such termination or expiration.

Term of Agreement; Termination. (a) Subject to Section 10(f), the The term of this Agreement shall commence on the date hereofDeparture Date and shall continue through December 31, and such term and this Agreement shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is 2023 unless sooner terminated in accordance with its terms; (iii) this Agreement. Regardless of the nature of the termination of this Agreement, Consultant shall and hereby does grant to Company in that event all right, title, and interest, including all United States and international copyrights and all other intellectual property rights in the services and work performed in the form in which they exist on the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination which form shall not relieve materially differ from the status described in any party from liability for any breach reports that Consultant has submitted to Company. Moreover, after termination of this Agreement Consultant agrees to fully cooperate with Company in all matters related to the winding up of Consultant’s pending obligations and the orderly transfer of any such pending obligations to other employees or contractors of Company, which shall not exceed ten (10) business days. a. The foregoing term notwithstanding, if Consultant is convicted of any crime or offense (other than with respect to traffic violations) or is reasonably determined to have engaged in serious misconduct in connection with the performance of the services, Company may terminate the Agreement immediately and without prior written notice to Consultant. Company may also terminate the Agreement upon written notice to Consultant if Consultant materially breaches any provision of this Agreement (or surviving provision of the Executive Services Agreement), including but not limited to the Exclusivity Period, or any non-disparagement, non-competition, non-solicitation, inventions, or proprietary rights and confidentiality provisions herein, referenced herein, or otherwise applicable) that, if curable, is not cured within ten (10) business days following written notice of such breach, which written notice shall set forth in reasonable detail the facts or circumstances constituting or giving rise to such termination. (b) material breach. If (i) an Alternative Proposal (as such term this Agreement is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders terminated by Company for any of the Company held for the purpose of voting on a proposal to approve the Merger Agreementpreceding reasons, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent Consultant shall be entitled to receive a total of three (3) months’ pay from the Termination Fee Departure Date (as defined in the Merger Agreement) minus any amount previously paid pursuant to Section 8.5(b5(a); but not less than zero) of and the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or resulting equity treatment prescribed under the Merger AgreementContinued Equity in Section 5(b) based upon the actual date of termination. b. If this Agreement is terminated by Company for any reason other than those set forth in Section 10(a), Consultant shall be entitled to any remaining amounts under Section 5(a) (minus any amount previously paid pursuant to Section 5(a)) and vesting of all Continued Equity in Section 5(b). c. Consultant may terminate this Agreement upon written notice to Company (pursuant to the Stockholder will Notice provision herein) if Company fails to timely remit when due payment required by Section 5 hereunder to Consultant, provided Company fails to cure the nonpayment issue raised in the notice within 15 business days, in which case Consultant shall be entitled to any remaining amounts under Section 5(a) (minus any amount previously paid pursuant to Section 5(a)) and vesting of all Continued Equity in Section 5(b). d. If this Agreement is terminated by Consultant for any reason other than the reason set forth in the preceding paragraph, Consultant shall be entitled to a total of three (3) months pay Parent from the sum of $22,500,000 as promptly as practicable, Departure Date (minus any amount previously paid pursuant to Section 5(a); but not later less than three business days following such meetingzero). e. If Executive timely revokes the Releases (Sections 20 and 21), and such payment will be made by wire transfer of immediately available funds Company may terminate the Agreement without any further liability or obligation to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms of this AgreementExecutive hereunder.

Term of Agreement; Termination. (a) Subject to Section 10(f), the term The Term of this Agreement Purchase Contract shall commence on the date hereof, and such term and this Agreement continue until February 15, 2035, unless terminated pursuant to Sections 4.2(b), 4.2(c) or 4.2(d) hereof (the “Expiration Date”). If the Indenture shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with be discharged by its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties terms prior to the Company's stockholders under applicable law; and (iv) May 28Expiration Date, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for any breach the Term of this Agreement prior to such terminationPurchase Contract shall thereupon end. (b) If This Purchase Contract and the Board’s obligations to pay Installment Payments and Additional Payments hereunder shall be subject to termination 60 days after the Board certifies to the Trustee that (i) the General Assembly of the State has made a determination not to appropriate requested funds necessary to make that portion of the Installment Payments due during the then current fiscal year to be paid from State-appropriated funds (an Alternative Proposal (as such term is defined in the Merger Agreement“Event of Nonappropriation”) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders the Board has determined that there are not sufficient Legally Available Nonappropriated Funds to pay the portion of the Company held Installment Payments coming due during the then current fiscal year. (c) The Board is granted the option to terminate this Purchase Contract on any date on or after February 15, 20 . In order to exercise such option to terminate this Purchase Contract, the Board shall give written notice to the Trustee, not less than 60 days prior to the date of termination, that is exercising its option to terminate this Purchase Contract. If the Board exercises such option to terminate this Purchase Contract, Installment Payments due after the termination date are subject to prepayment in whole on the date of termination as set forth in Section 9.3(a) hereof. (d) Failure of the Board to provide for the purpose of voting on a proposal payments to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Trustee required by Section 8.5(b) 4.4 hereof may terminate all of the Merger Agreement Board’s right, title and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything interest in this Agreement Purchase Contract and to all of the contrary, the fee which may become payable under this Improvements as provided in Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms of this Agreement8.2 hereof.

Term of Agreement; Termination. (a) Subject to Section 10(f), the The initial term of this Agreement shall commence on the date on which this Agreement has been executed by both Parties (the "Effective Date") and shall expire on April 12, 2001, except as otherwise provided in Section 2(d) below. (b) AT&T (i) shall, at BA's request, or (ii) may, at its option, nine months prior to the expiration of the Term, with respect to the entire Agreement, and/or eighteen months prior to the expiration of the Term, in the case of the terms and provisions with respect to Local Services set forth in Part I hereof (such terms and provisions, other than with respect to the wholesale discounts set forth in Part IV hereof, hereinafter the "Resale Terms"), make a request to BA to renegotiate all of the terms of this Agreement or the Resale Terms pursuant to Section 251(c)(1) of the Act. The date(s) of BA's receipt of such request(s) shall be hereinafter referred to as the "Renegotiation Request Date". The Parties agree that within sixty (60) days of such Renegotiation Request Date each Party will provide to the other a written description of its proposed changes to, and/or extension of, the terms of this Agreement or the Resale Terms. The Parties shall enter into negotiations on such proposed changes seventy-five (75) days after such Renegotiation Request Date. (c) In the event that, notwithstanding, the good faith efforts of both Parties, they are unable to agree on terms and such term conditions of a new agreement and/or new Resale Terms, then either Party may, beginning 135 days after the Renegotiation Request Date, file a petition for arbitration by the Department pursuant to Section 252(b) of the Act. (d) The terms and conditions of this Agreement shall terminate upon the earliest to occur of (i) only continue in full force and effect until the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors Date of the Company withdraws or materially modifies or changes its recommendation of Department's decision pursuant to any petition filed under Section 2(c) above (the Merger Agreement "Arbitration Decision") if the Board of Directors of the Company after consultation with its counsel determines that the failure AT&T requests to take such action could reasonably be deemed a breach of its fiduciary duties renegotiate pursuant to the Company's stockholders under applicable law; and (ivSection 2(b) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunderabove; provided, however, that such termination shall not relieve the prices, and, where feasible, any party from liability for any breach -------- ------- other terms and conditions of this Agreement prior shall be trued up to such terminationconform with the Arbitration Decision back to the date of expiration of the Term or, with respect to modification of Resale Terms, back to the applicable Renegotiation Request Date. (be) If Nothing in this Section 2 shall be construed as a waiver by either Party of its right to appeal any decision of the Department, including the Arbitration Decision. (f) Upon termination or expiration of this Agreement in accordance with this Section 2: (i) an Alternative Proposal each Party shall comply with its obligations set forth in paragraph (as such term is defined in c) of Section 18 of the Merger General Terms and Conditions of this Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and ; (ii) at a meeting each Party shall promptly pay all amounts (including any late payment charges or cancellation charges, if any) owed under this Agreement; and (iii) each Party's obligations that by their terms continue in force and effect after termination or expiration of stockholders of the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary(including, the fee which may become payable under this Section 7(bwithout limitation, indemnification obligations) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms survive termination or expiration of this Agreement.

Term of Agreement; Termination. (a) Subject to Section 10(f), the The term of this Agreement shall commence be one (1) year commencing on April 1, 1996 and thereafter shall continue from year-to-year unless and until either Party shall give notice to the date hereof, and such other at least 90 days prior to the end of the original or then current renewal term and of his/her or its intention to terminate at the end of said term. Definition of Breach - It is understood that either Party may terminate this Agreement for convenience or for breach. Termination for BREACH shall terminate upon the earliest to occur be defined as follows: 1) Deliberate disclosure of (iCompany secrets for consideration; or 2) the Effective Time; (ii) the date on Conviction, of either Party, of a felony involving moral turpitude, or breaking of any other law which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could may reasonably be deemed to cause a breach detrimental effect upon the other party as a result of its fiduciary duties the mutual association of the parties. a) Notwithstanding the provisions of above, the Company (or the Employee) shall have the right to terminate this Agreement, without further liability or obligation hereunder in the event that Employee (or the Company's stockholders under applicable law; and ) has breached this Agreement in any particular. b) The Company may additionally terminate the employment of the Employee for convenience (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such as opposed to termination shall not relieve any party from liability for any breach of this Agreement prior to such terminationas herein defined), in the event that the Employee dies. Employee may terminate this agreement in the event the Company goes into Bankruptcy or Receivership. (bc) If (i) an Alternative Proposal (as such term is defined in In the Merger Agreement) which provides that the Company's stockholders will receive in excess event of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders of the Company held termination for the purpose of voting on a proposal to approve the Merger Agreementconvenience, the Stockholder Employee, his/her heirs, executors or assigns shall immediately be deemed to have failed vested in them the Warrants to vote purchase the Shares in favor of such proposal thenshares, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) Common Stock Purchased Warrants Certificate attached hereto as EXHIBIT 1, of the Merger Agreement Company's Common Stock. In such event, the Employee may exercise his/her right to purchase any Warrant shares at any time within the term as defined in EXHIBIT 1, regardless of the passage of time which would otherwise be required before the Employee could purchase those shares or any remaining part thereof. d) In the event that Employee voluntarily terminates his/her employment with the Company and provided that Parent shall so notifies the Company and the reason for the termination is for reasons attributed to personal hardship (such as illness, family crisis), which is supported by a written medical experts document and which could not be resolved by a personal leave of absence, the Employee will be permitted to vest in material breach of its obligations hereunder or the Warrants (not yet vested) under the Merger Agreement, same terms and conditions as though the Stockholder will pay Parent Employee had remained employed by the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms of this AgreementCompany.

Term of Agreement; Termination. (a) Subject to Section 10(f), the A. The term of this Agreement shall commence begin upon January 1, 2006 and end upon * (the “Term”). This Agreement may be terminated only in accordance with the following: i. Either Party hereto may terminate this Agreement upon written notice to the other Party if the other Party hereto becomes the subject of a voluntary or involuntary petition in bankruptcy or any CONFIDENTIAL TREATMENT REQUESTED proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, which petition or proceeding is not dismissed with prejudice within sixty (60) days after filing. ii. Either Party hereto may terminate this Agreement upon written notice to the other Party if the other Party breaches any express material term or condition of this Agreement and fails to cure that breach within thirty (30) days after receiving written notice of the breach. In the event that Factory Card gives written notice to Amscan of any good faith dispute with respect to any invoice(s) (which notice shall include specific details regarding each disputed invoice(s)) within fifteen days after receipt by Factory Card of written notice from Amscan of non-payment of such invoice(s), then the failure by Factory Card to pay such disputed amount shall not be deemed to be a breach of this Agreement; provided that either Party may immediately submit the dispute to arbitration pursuant to Section 10 hereof. iii. Factory Card may terminate this Agreement upon written notice to Amscan if the Stock Rate at any time after the Conversion Date and during the Term is * at *. iv. Amscan may, on * and with the date hereofwritten consent of Factory Card, and which consent shall not be unreasonably withheld, remove “slow moving” consigned Party Goods from the Factory Card warehouse for shipment to other customers from time to time, on notice to Factory Card. In such term and event, the removal of such slow moving inventory shall not be deemed to reduce the Stock Rate. B. Except as set forth herein, any termination or expiration of this Agreement shall terminate upon the earliest be without prejudice to occur of (i) the Effective Time; (ii) the date on any right which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties shall have accrued to the Company's stockholders under applicable law; benefit of any Party and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for Party of any breach obligation which has accrued prior to the effective date of such termination or expiration (including, without limitation, any credits and/or allowances in accordance with the provisions of this Agreement prior Agreement), which obligations shall remain in full force and effect for the period provided therein or, if no period is provided therein, then such obligations shall remain in full force and effect indefinitely (provided that to such termination. (b) If (i) an Alternative Proposal (as such term the extent that a Party is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) entitled to a credit at a meeting of stockholders of time when it does not owe any amounts to the Company held for the purpose of voting on a proposal other Party pursuant to approve the Merger this Agreement, the Stockholder shall have failed to vote the Shares in favor of then such proposal then, unless Parent Party shall be entitled to receive a payment from the Termination Fee other Party in an amount equal to the credit). Except as expressly stated otherwise herein, the remedies hereunder are cumulative, and nothing in this Agreement shall prevent any Party, in the case of a breach, from not terminating this Agreement and seeking to enforce its rights hereunder. C. Upon any termination or expiration of this Agreement in accordance with the provisions hereof: (i) Amscan shall, at its expense, promptly make arrangements to pick up all of everyday Party Goods remaining in the Warehouse; and (ii) Factory Card and its affiliates shall be permitted to use the Amscan Proprietary Marks (as defined in Section 11) for * after such termination or expiration in connection with the Merger Agreement) pursuant to Section 8.5(b) advertising, promotion and sale of the Merger Agreement and provided that Parent shall not be any remaining Party Goods in material breach stores. D. Upon any termination or expiration of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms of this Agreementprovisions hereof, the provisions in Sections 9 and 10 shall survive such termination or expiration.

Term of Agreement; Termination. (a) Subject to Section 10(f), the The term of this Agreement shall commence on be from the effective date hereof, and such term and this Agreement shall terminate upon hereof until the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors expiration of the Company withdraws or materially modifies or changes its recommendation option period specified in section 2(a) and subject to the exercise of the Merger Agreement if option specified in Section 2(a) until the Board of Directors expiration of the Company after consultation with its counsel determines that last to expire of the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such terminationLicensed Patents. (b) URL may terminate this Agreement, in whole or with respect to any Licensed Patent upon thirty (30) days prior written notice. (c) If (iURL shall at any time default in any obligation under this Agreement, including but not limited to failing to make any report, pay any royalties or minimums, or permit the inspection of its books and records as hereinabove required, or fails for a period of three years from the date the option in Section 2(a) an Alternative Proposal (as such term is defined in exercised to make substantial progress to bring the Merger Agreement) which provides that invention to the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstandingmarket, and (ii) at a meeting of stockholders of the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent default shall not be cured within sixty (60) days after written notice from the University to URL specifying the nature of the default, or in material breach of its obligations the event URL pays into escrow, royalties which have accrued hereunder, then URL shall have the right to terminate the URL license granted to URL hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, by giving written notice to URL and such payment will termination shall be effective on the date of such notice. (d) Any termination pursuant hereto shall not relieve either party of any obligation or liability accrued hereunder prior to such termination, nor rescind or give rise to any right to rescind anything done or any payments made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement or other consideration given hereunder prior to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms time of this Agreement.such termination. [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

Term of Agreement; Termination. (a) Subject to Section 10(f), the term The Term of this Agreement Purchase Contract shall commence on the date hereof, and such term and this Agreement continue until April 1, 20 , unless terminated pursuant to Sections 4.2(b) or 4.2(c) hereof (the “Expiration Date”). If the Indenture shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with be discharged by its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties terms prior to the Company's stockholders under applicable law; and (iv) May 28Expiration Date, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for any breach the Term of this Agreement prior to such terminationPurchase Contract shall thereupon end. (b) If This Purchase Contract and the Board’s obligations to pay Installment Payments and Additional Payments hereunder shall be subject to termination 60 days after the Board certifies to the Trustee that (i) the General Assembly of the State has made a determination not to appropriate requested funds necessary to make that portion of the Installment Payments due during the then-current fiscal year to be paid from State-appropriated funds (an Alternative Proposal (as such term is defined in the Merger Agreement“Event of Nonappropriation”) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders the Board has determined that there are not sufficient Legally Available Nonappropriated Funds to pay the portion of the Company held for Installment Payments coming due during the purpose of voting then-current fiscal year. (c) The Board is granted the option to terminate this Purchase Contract on a proposal any date on or after April 1, 20 . In order to approve the Merger Agreementexercise such option to terminate this Purchase Contract, the Stockholder Board shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement give written notice to the contraryTrustee, not less than 60 days prior to the fee which may become payable under date of termination, that is exercising its option to terminate this Purchase Contract. If the Board exercises such option to terminate this Purchase Contract, Installment Payments due after the termination date are subject to prepayment in whole on the date of termination as set forth in Section 7(b9.3(a) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms of this Agreementhereof.

Term of Agreement; Termination. (a) Subject to Section 10(f), the A. The term of this Agreement shall commence begin upon January 1, 2006 and end upon * (the “Term”). This Agreement may be terminated only in accordance with the following: i. Either Party hereto may terminate this Agreement upon written notice to the other Party if the other Party hereto becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, which petition or proceeding is not dismissed with prejudice within sixty (60) days after filing. ii. Either Party hereto may terminate this Agreement upon written notice to the other Party if the other Party breaches any express material term or condition of this Agreement and fails to cure that breach within thirty (30) days after receiving written notice of the breach. In the event that Factory Card gives written notice to Amscan of any good faith dispute with respect to any invoice(s) (which notice shall include specific details regarding each disputed invoice(s)) within fifteen days after receipt by Factory Card of written notice from Amscan of non-payment of such invoice(s), then the failure by Factory Card to pay such disputed amount shall not be deemed to be a breach of this Agreement; provided that either Party may immediately submit the dispute to arbitration pursuant to Section 10 hereof. iii. Factory Card may terminate this Agreement upon written notice to Amscan if the Stock Rate at any time after the Conversion Date and during the Term is * at *. iv. Amscan may, on * and with the date hereofwritten consent of Factory Card, and which consent shall not be unreasonably withheld, remove “slow moving” consigned Party Goods from the Factory Card warehouse for shipment to other customers from time to time, on notice to Factory Card. In such term and event, the removal of such slow moving inventory shall not be deemed to reduce the Stock Rate. B. Except as set forth herein, any termination or expiration of this Agreement shall terminate upon the earliest be without prejudice to occur of (i) the Effective Time; (ii) the date on any right which the Merger Agreement is terminated in accordance with its terms; (iii) the date on which the Board of Directors of the Company withdraws or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties shall have accrued to the Company's stockholders under applicable law; benefit of any Party and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability for Party of any breach obligation which has accrued prior to the effective date of such termination or expiration (including, without limitation, any credits and/or allowances in accordance with the provisions of this Agreement prior Agreement), which obligations shall remain in full force and effect for the period provided therein or, if no period is provided therein, then such obligations shall remain in full force and effect indefinitely (provided that to such termination. (b) If (i) an Alternative Proposal (as such term the extent that a Party is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) entitled to a credit at a meeting of stockholders of time when it does not owe any amounts to the Company held for the purpose of voting on a proposal other Party pursuant to approve the Merger this Agreement, the Stockholder shall have failed to vote the Shares in favor of then such proposal then, unless Parent Party shall be entitled to receive a payment from the Termination Fee other Party in an amount equal to the credit). Except as expressly stated otherwise herein, the remedies hereunder are cumulative, and nothing in this Agreement shall prevent any Party, in the case of a breach, from not terminating this Agreement and seeking to enforce its rights hereunder. C. Upon any termination or expiration of this Agreement in accordance with the provisions hereof: (i) Amscan shall, at its expense, promptly make arrangements to pick up all of everyday Party Goods remaining in the Warehouse; and (ii) Factory Card and its affiliates shall be permitted to use the Amscan Proprietary Marks (as defined in Section 11) for * after such termination or expiration in connection with the Merger Agreement) pursuant to Section 8.5(b) advertising, promotion and sale of the Merger Agreement and provided that Parent shall not be any remaining Party Goods in material breach stores. D. Upon any termination or expiration of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Notwithstanding anything in this Agreement to the contrary, the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms of this Agreementprovisions hereof, the provisions in Sections 9 and 10 shall survive such termination or expiration.

Term of Agreement; Termination. (a) Subject to Unless earlier terminated under the terms hereof or extended in accordance with this Section 10(f)8(a) or by written agreement of the Parties hereto, the term of this Agreement shall commence will expire with respect to each Service on the date hereof, and such term and this Agreement shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with Receiving Party commences such Service (or a substitute therefore) on its terms; own behalf (iii) the “Transition Date”), which shall be a date no later than the date on which the Board maximum duration specified in the Annex A for such Service has expired and in any event, no later than twelve (12) months following the Closing Date (except as specifically agreed upon by the parties). Neither the Providing Party nor any of Directors its Affiliates shall be obligated to provide Services on behalf of the Company withdraws Receiving Party following the expiration or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such earlier termination shall not relieve any party from liability for any breach of this Agreement prior or any particular Service. The Receiving Party shall make commercially reasonable efforts to such terminationdiscontinue its use of the Services as soon as possible after the date hereof. (b) If Upon the occurrence of the final Transition Date (whether by actual transfer of relevant Services to the Receiving Party or its agent or expiration of the maximum duration specified for such Service) for the last remaining Service to be provided hereunder, this Agreement shall automatically terminate. (c) The Providing Party may terminate this Agreement with respect to one or more Services immediately upon notice to the Receiving Party in the event of the failure of the Receiving Party to make undisputed payments within ten (10) days of when due provided that such termination shall be limited solely to the portion of the individual Service affected by such non-payment. (d) Either the Receiving Party or the Providing Party may terminate this Agreement in whole (except as set forth below) or with respect to one or more Services immediately upon notice to the other Party: (i) if the other Party files a petition of bankruptcy or the equivalent thereof or is the subject of an Alternative Proposal involuntary petition in bankruptcy that is not dismissed within sixty (60) days after the filing date thereof, or is or becomes insolvent, or admits of a general inability to pay its debts as such term they become due (except where the Party in question is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and still able to pay fees due under this Agreement as they become due); or (ii) at a meeting of stockholders of upon the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or under this Agreement by another Party where such breach is not remedied to the Merger Agreement, reasonable satisfaction of the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business Party wishing to terminate this Agreement within thirty (30) days following after written notice thereof has been given by such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. Party. (e) Notwithstanding anything any other provision in this Agreement to the contrary, if this Agreement is terminated for any reason, the fee which Receiving Party shall remain liable for the payment of fees and expenses accruing for the period prior to termination even though such fees may not become payable under due until after termination. Further, in the event of termination of this Agreement pursuant to this Section 7(b8, Sections 6(a), 7(a), 8, 9, 13, 14, 16, and 19 through 25 shall continue in full force and effect. (f) shall be Provided that the sole Receiving Party has met and exclusive remedy available continues to Parent for meet its obligations set forth in Section 7, prior to the Stockholder's failure to vote the Shares in accordance with the terms termination of this Agreement, the Providing Party shall cooperate with the Receiving Party as reasonably requested by the Receiving Party to effect an orderly transition of the Services provided hereunder and shall use commercially reasonable efforts to assist the Receiving Party to complete the transition as promptly as practicable. In addition, the Providing Party will facilitate and support the Receiving Party in the conversion of all necessary systems from the Providing Party’s systems to the Receiving Party’s systems, including support of the mapping and transferring of files. The Parties agree to cooperate in good faith and to use their commercially reasonable efforts to mutually develop a conversion plan to effect the orderly transition of the Services from the Providing Party’s systems to the Receiving Party’s systems. In connection therewith, the Parties will in good faith consider modifications to the initial service periods. The Receiving Party agrees to pay the Providing Party for such conversion services on the basis of the Providing Party’s direct costs, administrative support costs and costs associated with special requests.

Term of Agreement; Termination. (a) Subject to Section 10(f), the 7.1 The term of this Agreement shall commence upon execution by both parties or on the date hereof, and such term and this Agreement shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which LICENSEE receives the Merger LICENSED MATERIALS, whichever occurs first, and shall continue until terminated as provided below. 7.2 LICENSEE may terminate this Agreement is terminated in accordance at any time. 7.3 PLC may terminate this Agreement immediately, should LICENSEE (a) materially fail to comply with its terms; any provision of this Agreement and does not: (iiii) correct such failure within the date on which the Board aforesaid thirty (30) day period. 7.4 PLC may terminate this Agreement, upon giving LICENSEE written notice of Directors such termination, should LICENSEE materially breach any of the Company withdraws or materially modifies or changes its recommendation provisions of the Merger Agreement if the Board this Agreement, unless such breach is curable and is cured by LICENSEE within sixty (60) days of Directors receiving written notice, in reasonable detail, of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28, 1997breach. Upon such termination, no party PLC may repossess all copies of the LICENSED MATERIALS then in LICENSEE's possession or control, and may withhold its performance under this Agreement. These remedies shall have be cumulative and in addition to any further obligations or liabilities hereunder; providedother remedies available to PLC. NOTWITHSTANDING THE FOREGOING, howeverUPON TRANSFER OF ANY COPY OF THE SOFTWARE SOURCE CODE TO ANY UNAUTHORIZED THIRD PARTY BY LICENSEE, that such ITS EMPLOYEES OR CONTRACTORS, PLC MAY TERMINATE THIS LICENSE ON NOTICE TO LICENSEE. 7.5 Upon termination shall not relieve any party from liability for any breach of this Agreement prior for any reason, LICENSEE shall immediately cease all use and destroy the LICENSED MATERIALS and any copies thereof made by LICENSEE. Within thirty (30) days after termination of this Agreement, LICENSEE shall certify in writing to such terminationPLC signed by LICENSEE's duly authorized representative that LICENSEE's obligations under this section have been fulfilled. (b) If (i) an Alternative Proposal (as such term is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and (ii) at a meeting of stockholders of the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of its obligations hereunder or under the Merger Agreement, the Stockholder will pay Parent the sum of $22,500,000 as promptly as practicable, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. 7.6 Notwithstanding anything in this Agreement, termination of this Agreement to shall not affect the contrary, OEM Agreement or this LICENSEE's rights thereunder. 7.7 Any obligations that by their nature continue after the fee which may become payable under this Section 7(b) shall be the sole and exclusive remedy available to Parent for the Stockholder's failure to vote the Shares in accordance with the terms termination of this Agreement, including without limitation those specified in sections 3, 4, 5, and 6 above, shall remain binding upon the Parties after termination of this Agreement. [***] - Material omitted here, and filed separately with the Securities and Exchange Commission, pursuant to confidential treatment request.

Term of Agreement; Termination. (a) Subject to Unless earlier terminated under the terms hereof or extended in accordance with this Section 10(f)8(a) or by written agreement of the Parties hereto, the term of this Agreement shall commence will expire with respect to each Service on the date hereof, and such term and this Agreement shall terminate upon the earliest to occur of (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated in accordance with Receiving Party commences such Service (or a substitute therefore) on its terms; own behalf (iii) the “Transition Date”), which shall be a date no later than the date on which the Board maximum duration specified in the Annex A for such Service has expired, unless otherwise mutually agreed by the Parties in writing. Neither the Providing Party nor any of Directors its Affiliates shall be obligated to provide Services on behalf of the Company withdraws Receiving Party following the expiration or materially modifies or changes its recommendation of the Merger Agreement if the Board of Directors of the Company after consultation with its counsel determines that the failure to take such action could reasonably be deemed a breach of its fiduciary duties to the Company's stockholders under applicable law; and (iv) May 28, 1997. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that such earlier termination shall not relieve any party from liability for any breach of this Agreement prior to such terminationor any particular Service. (b) If Upon the occurrence of the final Transition Date (whether by actual transfer of relevant Services to the Receiving Party or its agent or expiration of the maximum duration specified for such Service) for the last remaining Service to be provided hereunder, this Agreement shall automatically terminate. (c) The Providing Party may terminate this Agreement with respect to one or more Services immediately upon notice to the Receiving Party in the event of the failure of the Receiving Party to make undisputed payments within fifteen (15) days of when due provided that such termination shall be limited solely to the portion of the individual Service affected by such non-payment. (d) Either the Receiving Party or the Providing Party may terminate this Agreement in whole (except as set forth below) or with respect to one or more Services immediately upon notice to the other Party: (i) if the other Party files a petition of bankruptcy or the equivalent thereof or is the subject of an Alternative Proposal involuntary petition in bankruptcy that is not dismissed within sixty (60) days after the filing date thereof, or is or becomes insolvent, or admits of a general inability to pay its debts as such term they become due (except where the Party in question is defined in the Merger Agreement) which provides that the Company's stockholders will receive in excess of $26.00 per share of Common Stock is then outstanding, and still able to pay fees due under this Agreement as they become due); or (ii) at a meeting of stockholders of upon the Company held for the purpose of voting on a proposal to approve the Merger Agreement, the Stockholder shall have failed to vote the Shares in favor of such proposal then, unless Parent shall be entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 8.5(b) of the Merger Agreement and provided that Parent shall not be in material breach of this Agreement by another Party where such breach is not remedied to the reasonable satisfaction of the Party wishing to terminate this Agreement within thirty (30) days after written notice thereof has been given by such Party; or (iii) upon the material breach by the other Party of any of its obligations hereunder representations, warranties, covenants or agreements under the Merger Asset Purchase Agreement, and the Stockholder will pay Parent failure to cure such breach prior to the sum expiration of $22,500,000 as promptly as practicablethe applicable cure period set forth therein, but not later than three business days following such meeting, and such payment will be made by wire transfer of immediately available funds to an account designed by Parent. if any. (e) Notwithstanding anything any other provision in this Agreement to the contrary, if this Agreement is terminated for any reason, the fee which Receiving Party shall remain liable for the payment of fees and expenses accruing for the period prior to termination even though such fees may not become payable under due until after termination. Further, in the event of termination of this Agreement pursuant to this Section 7(b8, Sections 6(a), 7(a), 8, 9, 13, 14, 16, and 19 through 25 shall continue in full force and effect. (f) shall be Provided that the sole Receiving Party has met and exclusive remedy available continues to Parent for meet its obligations set forth in Section 7, prior to the Stockholder's failure to vote the Shares in accordance with the terms termination of this Agreement, the Providing Party shall cooperate with the Receiving Party as reasonably requested by the Receiving Party to effect an orderly transition of the Services provided hereunder and shall use commercially reasonable efforts to assist the Receiving Party to complete the transition as promptly as practicable. In addition, the Providing Party will facilitate and support the Receiving Party in the conversion of all necessary systems from the Providing Party’s systems to the Receiving Party’s systems, including support of the mapping and transferring of files. The Parties agree to cooperate in good faith and to use their commercially reasonable efforts to mutually develop a conversion plan to effect the orderly transition of the Services from the Providing Party’s systems to the Receiving Party’s systems. In connection therewith, the Parties will in good faith consider modifications to the initial service periods. The Receiving Party agrees to pay the Providing Party for such conversion services on the basis of the Providing Party’s direct costs, administrative support costs and costs associated with special requests.