Common use of Termination Events Clause in Contracts

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be ------------------ available to the contraryparties by law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated herein may be abandoned at iSolved’s option any time prior to the Effective Time: (a) by mutual written consent of NBC and without prior noticeXenon 2; (b) by either NBC or Xenon 2 by written notice to the other parties if the transactions contemplated by this Agreement have not been consummated by December 31, and iSolved will have no further obligation to to provide any Services to you1999, if any one unless extended by written agreement of the following occurs parties hereto, provided that the party terminating this Agreement shall not be in material -------- default or breach hereunder and provided, further, that the right to terminate --------- ------- this Agreement under this clause (a “Termination Event”): b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated by this Agreement on or before such date; (c) by either NBC or Xenon 2 if (i) any debit Governmental Authority, the consent or approval of which is required for the consummation of the transactions contemplated hereby, shall have determined not to your Account for funding is dishonored grant its consent or otherwise returned to iSolved approval and all appeals of such determination shall have been taken and have been unsuccessful or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect court of competent jurisdiction in any material respect; the United States shall have issued a final and unappealable permanent injunction, order, judgment or other decree (iiiother than a temporary restraining order) you default restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, provided that the party seeking to terminate this Agreement -------- under this addendum; clause (ivc) your funds areis not then in material breach of this Agreement and provided, further, that the right to terminate this Agreement under this clause -------- ------- (c) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling; (d) by either NBC or Xenon 2 if upon a vote at a duly held Xoom Stockholders Meeting or any timeadjournment thereof, insufficient the Xoom Stockholder Approval shall not have been obtained or by NBC if upon a vote at a duly held Xenon 2 Stockholders Meeting or any adjournment thereof, the Xenon 2 Stockholder Approval shall not have been obtained; (e) by NBC if the Board of Directors of Xoom or Xenon 2 or any committee thereof shall have withdrawn or modified in a manner adverse to cover NBC its approval or recommendation of this Agreement, the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you Xenon 2 Merger Agreement or any of your assetsthe transactions contemplated hereby or thereby; (f) by NBC if the Board of Directors of Xoom shall have accepted or recommended a Takeover Proposal or shall have resolved to do so; (g) by Xoom or Xenon 2, prior to the receipt of the Xoom Stockholder Approval, on five business days written notice, if, Xoom receives, without violating its obligations under Section 5.5 hereof, a bona fide Takeover ----------- Proposal from a third party on terms which the Board of Directors of Xoom (ci) you are unable determines in good faith and after consultation with a financial advisor of nationally recognized reputation to pay your debts as they become duebe more favorable to the Xoom stockholders than the transactions contemplated by this Agreement and (ii) concludes in good faith based on the advice of outside legal counsel that termination of this Agreement is required to comply with its fiduciary duties under applicable law; or (h) by either NBC or Xenon 2 in the event there has been a material default or breach by (x) NBC, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upwhere Xenon 2 is terminating this Agreement, or composition (y) Xoom or adjustment Xenon 2, where NBC is terminating this Agreement, in each case which default or breach is not curable, or if curable, is not cured within 30 days after written notice of debts; such breach is given by the non-breaching party. (vii) automatically and without any action by the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, parties upon the return termination of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedXenon 2 Merger Agreement.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies that may be available to the contraryparties by law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated hereby may be abandoned at iSolved’s option any time prior to the Closing: (a) mutually, by the written consent of the Company and without a Majority in Interest of the Investors; (b) by either the Company or a Majority in Interest of the Investors by giving written notice to the other party or parties if the Closing shall not have occurred prior noticeto August 31, 2003, unless extended by written agreement of such parties; provided, however, that the party seeking termination pursuant to this subsection (b) is not in default or material breach hereunder and iSolved will provided, further, that the right to terminate this Agreement under this subsection (b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; (c) by either the Company or a Majority in Interest of the Investors by giving written notice to the other party or parties if any governmental entity shall have no further obligation issued an injunction or other ruling prohibiting the consummation of any of the transactions contemplated by this Agreement and such injunction or other ruling shall not be subject to to provide any Services to youappeal or shall have become final and unappealable; (d) by either the Company or a Majority in Interest of the Investors in the event that the Required Stockholder Approval is not obtained at the Stockholders' Meeting; (e) by either the Company or a Majority in Interest of the Investors, if any one of the following occurs (a “Termination Event”): (i) the Company shall have entered into an agreement to consummate a Superior Proposal, (ii) the Board of Directors shall have recommended to the stockholders of the Company a Superior Proposal or (iii) the Board of Directors shall have withdrawn, modified or qualified in any debit manner adverse to your Account the Investors or made any public statement inconsistent with the Company Recommendation; provided, however, that, in order for funding the termination of this Agreement by the Company pursuant to this clause (e) to be deemed effective, the Company shall have complied with all provisions of Sections 8.7 and 8.8; (f) by a Majority in Interest of the Investors, if (i) the Company shall have materially breached any covenant or obligation in this Agreement and such breach is dishonored not cured within ten (10) business days of the date of the delivery to the Company by an Investor of a written notice of such breach or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect of the Company's representations and warranties contained in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts Agreement shall have become inaccurate as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 5.1 would not be satisfied as of such date and such breach is not cured within thirty (30) days of the date of the delivery to the Company by an Investor of a written notice of such breach; or (g) by a Majority in Interest of the Investors, if there shall have occurred an event or insufficient events which, individually or uncollected funds); in the aggregate, constitute a Material Adverse Effect on the Company and such Material Adverse Effect on the Company continues for at least thirty (vii30) days after the Payee Authorization is terminated (unless replaced date of delivery to the Company by another Payee Authorization); or (viii) iSolved’s agreement with an Investor of a written notice of such Material Adverse Effect on the Originating Bank is terminatedCompany.

Termination Events. Notwithstanding anything Except as otherwise provided in this addendum Section 3.01(b) below, the Forbearance Period shall automatically terminate immediately upon prior written notice (including via email among counsel) from the Agent or the Required Supporting Lenders to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide Borrower of the occurrence of any Services to you, if any one of the following occurs events (each, a “Termination Event”): ): (a) the failure of any Loan Party to comply with any term, condition, or covenant set forth in this Agreement; (b) other than the Specified Default, there occurs either any Event of Default or Default under the Credit Agreement that is not cured within five (5) Business Days after the Borrower’s receipt of written notice from the Agent or the Required Supporting Lenders; provided that the Forbearance Period shall automatically terminate without notice immediately upon the occurrence of an Event of Default under Section 8.01(g) or 8.01(h) of the Credit Agreement; provided, however, it is agreed that the entry into this Agreement and any filings or other statements related thereto shall not be the occurrence of an event described in Section 8.01(g)(ii) of the Credit Agreement and therefore shall not terminate the Forbearance Period; (c) the Borrower, in writing (including via email among counsel), notifies any Supporting Lender or its representatives that it is terminating discussions with the Supporting Lenders regarding a Potential Transaction; (d) any representation or warranty made by any Loan Party contained in this Agreement or in any certificate, document or financial or other statement furnished by the Borrower or any other Loan Party at any time under or in connection with this Agreement shall be incorrect in any material respect as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall have been untrue or incorrect in any material respect as of such earlier date; provided, that if any such representation or warranty is qualified by or subject to a materiality qualification, such representation or warranty shall fail to be true and correct (after giving effect to any qualification therein) in all respects; (e) the commencement of any action, suit, litigation, investigation or other proceeding against the Agent or any Supporting Lender by any Loan Party or any of its Affiliates asserting claims relating in any way to the Credit Agreement, the other Credit Documents or this Agreement; (f) any transaction or payment by any Loan Party or Restricted Subsidiary that is outside of the ordinary course of business of such Loan Party or Restricted Subsidiary, provided that any transaction or payment made by any Loan Party or Restricted Subsidiary in connection with or as a result of its financial condition, including but not limited to payments of advisor fees, legal fees, work-out, refinancing restructuring-related costs, or similar payments, shall be deemed to have been made in the ordinary course of business of such Loan Party or Restricted Subsidiary; (g) the incurrence by any Loan Party or Restricted Subsidiary of any Lien under clauses (xi) and (xii) of Section 7.16 of the Credit Agreement; (h) the granting of any security interest by any Loan Party or any Restricted Subsidiary other than pursuant to any Credit Document (including, without limitation, any security interest in any Equity Interests in Gotham Advanced Media and Entertainment, LLC (“GAME”)); (i) the incurrence by any Loan Party or Restricted Subsidiary of any Indebtedness for funded debt or any Indebtedness under clauses (vii) (in excess of $2,500,000.00), (x) (in excess of $2,000,000.00), (xii), (xiii) and (xv) of Section 7.14 of the Credit Agreement; provided that the Loan Parties and the Restricted Subsidiaries shall be permitted to incur obligations in respect of corporate overhead or other amounts allocated from Sphere Entertainment or Sphere Entertainment Group to any Loan Party or Restricted Subsidiary so long as such obligations are (i) not paid in cash, (ii) unsecured and (iii) do not exceed $550,000.00 (x) during each of the forbearance periods covered by the Existing Forbearance Agreement and (y) in the aggregate from and after the Effective Date; (j) the making of any Investment by any Loan Party or Restricted Subsidiary other than (i) any debit Investment in any Loan Party or (ii) any Permitted Investment (other than any Permitted Investment under clause (e) or (k) of the definition thereof); (k) the making of any Permitted Parent Payment by any Loan Party or Restricted Subsidiary, except payment in respect of indemnities incurred by the Parent, officers, and/or directors in connection with managing the business or affairs of the Parent, the Loan Parties or any Subsidiary, provided that such payments are pursuant to your Account for funding is dishonored agreements or otherwise returned arrangements in effect at the Parent prior to iSolved the Original Effective Date; (l) the making of any, direct or indirect, Restricted Payment by any Loan Party or Restricted Subsidiary (other than payments to Loan Parties) (including with respect to reimbursement of legal or other professional fees and expenses, but excluding any customary director fees and expenses (including payments in respect of indemnification obligations) and employee and officer compensation (including, but not limited to, bonuses) in the Originating Bank for any reasonordinary course of business, provided, that the payments of such customary director fees and expenses and employee and officer compensation shall not exceed $200,000.00 (i) during each of the forbearance periods covered by the Existing Forbearance Agreement and (ii) in the aggregate from and after the Effective Date, provided, further, such aggregate cap shall not apply to payments in respect of indemnities incurred by the Parent, officers, and/or directors in connection with managing the business or affairs of the Parent, the Loan Parties, or you default any Subsidiary); (m) the making of any other payment or transfer of value, assets or property by any Loan Party to the Parent or any of its Affiliates (other than the Loan Parties), except pursuant to (i) agreements or arrangements in effect prior to the Original Effective Date, or (ii) any future agreements or arrangements that are on a basis no less favorable to the Loan Party or such Restricted Subsidiary than those that could be obtained at the time for a comparable transaction in an arm’s-length dealing with an unrelated third party (or for purposes of agreements or arrangements with GAME, on a basis no less favorable to the Loan Party or such Restricted Subsidiary than those obtained for a substantially comparable transaction between GAME and YES Network); (i) any amendment, waiver, supplement or other modification to any employment agreement or employee compensation plan by any Loan Party other than in the ordinary course of business, (ii) the entry by any Loan Party into any new employment agreement or employee compensation plan other than in the ordinary course of business; (iii) the payment of any sum amount contemplated by any employment agreement or employee compensation plan before the date on which such amount becomes due and payable pursuant to the terms of money owed such agreements or plans, as applicable; or (iv) the payment of any bonus, incentive, retention, severance, change of control, or termination payment, except for payments when due in accordance with the terms of any employment agreement or employee compensation plan that any Loan Party has entered into prior to iSolvedthe Original Effective Date, as applicable, provided that in no event during the Forbearance Period shall any change of control or similar payments be paid as a result of this Agreement or any contemplated restructuring of the Obligations; (o) the effecting of any transaction under Section 7.22 or Section 7.23 of the Credit Agreement by any Loan Party or Restricted Subsidiary; (p) the incurrence of any Guarantee in excess of $2,000,000.00 by any Loan Party or Restricted Subsidiary under clause (v) of Section 7.15 of the Credit Agreement; (q) the effecting of any transaction with any Affiliate by any Loan Party or Restricted Subsidiary, except as permitted under Section 7.20 of the Credit Agreement (other than clauses (d) and (h) thereof); (r) the making of any Disposition by any Loan Party or any Restricted Subsidiary under clause (iv) of Section 7.24 of the Credit Agreement; (s) the formation, establishment, or acquisition of any Subsidiary by any Loan Party or by any Restricted Subsidiary; (t) the taking of any action by any Loan Party or Restricted Subsidiary that results in a Guarantor becoming an Excluded Subsidiary; (u) the failure by the Borrower to provide written notice to Xxxxx Xxxx within three (3) Business Days of receipt of any written notice of any proceeding commenced, or, to the actual knowledge of the Borrower (with such actual knowledge to be the actual knowledge of the Chief Executive Officer, the Executive Vice President of Business Affairs and Distribution, the Borrower’s in-house legal counsel, or the Borrower’s outside advisors at PJT Partners LP and/or Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP so long as such notice is received by persons at such firms who are advising the Borrower in connection with this Agreement), threatened against any Loan Parties; (v) subject to applicable confidentiality restrictions, the failure of the Loan Parties to promptly provide any information regarding the Loan Parties and their subsidiaries reasonably requested from time to time by Xxxxx Xxxx or FTI, provided that the Loan Parties shall have two (2) Business Days to cure such failure from the date that the Agent or Supporting Lenders provide written notice of termination of this Agreement pursuant to this Section 3.01(v); and (i) the failure by the Borrowers to pay any of the reasonable and documented fees and expenses of Advisors within five (5) Business Days after the receipt of an invoice therefor or (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds arethe termination by the Borrower of the engagement letter between the Borrower and FTI, at any time, insufficient to cover unless there shall have been a breach by FTI of the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedterms thereof.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved No Party will have no further obligation the right to to provide any Services to you, if any one terminate this Agreement for a period of thirty-six (36) months after the following occurs (a “Termination Event”): Effective Date unless the grounds for termination are: (i) any debit that another Party has been convicted of a violation of a Federal, state or local criminal statute and such conviction actually and materially adversely affects that Party's ability to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; perform its obligations under this Agreement; (ii) any representation you make is incorrect that a final judgment has been entered against another Party finding said Party in any material respect; violation of a Federal, state or local statute or regulation and such final judgment actually and materially affects that Party's ability to perform its obligations under this Agreement; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) that another Party has (a) you cease operationsfiled a voluntary petition in bankruptcy or voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts, or any other relief under the Federal Bankruptcy Code or under any other insolvency act or law now or hereafter existing, (b) made a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any general assignment for the benefit of creditors, or (ec) you become a bankrupt party admitted in writing its inability to pay its debts as they mature; (iv) that another Party has had (a) an involuntary petition filed against it seeking reorganization, arrangement, readjustment of its debts, or any other relief under the United States bankruptcy code Federal Bankruptcy Code or either involuntarily under any other insolvency act or voluntarily becomes law now or hereafter existing (b) a receiver or trustee appointed involuntarily, and such petition or action is not suspended, stayed or dismissed within sixty (60) days after filing or appointment, as the subject case may be. (v) that a Final Order has been issued by the Arbitrator containing a finding of a material breach of contract, representation or warranty given by a Party in this Agreement or of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment material breach of debtsthis Agreement by the Party against which termination is sought; or (vi) that a Change of Control has occurred involving a Party, other than a transaction constituting a Change of Control by one Party of another Party. With respect to a termination pursuant to subsections (i)-(iv) the Originating Bank notifies iSolved that it is no longer willing Party seeking termination will provide the other Parties sixty (60) days written notice following the occurrence of the event creating the grounds for termination; and, with respect to originate debits and credits for you for any reason whatsoever a termination pursuant to subsection (including without limitationvi), the return Party seeking termination will provide the other Parties one hundred twenty (120) days written notice following the occurrence of the event creating the grounds for termination; and with respect to a termination pursuant to subsection (v), the Party seeking termination will have the right to an immediate termination following receipt of the Final Order, but in no event sooner than sixty (60) days from the date a Party first notifies the others in writing of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedbreach.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) By either the Company and Seller or by Purchaser if a court of competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift) and such was not at the request of the party seeking termination of the Agreement, in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; or (b) by Purchaser if the Closing has not taken place on or before December 31, 2010 (the "Initial End Date", as may be extended by Seller pursuant to clause (c) below); provided however, that Purchaser may extend the Initial End Date to February 15, 2011 by written notice to Seller if and only if the extension notice is delivered no later than December 15, 2010; provided further however that the right of Purchaser to terminate this Agreement under this Section (or to extend the Initial End Date) shall not be available if Closing shall not have occurred as a result of any material failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this addendum to Agreement; or (c) by Seller and the contrary, this addendum Company if the Closing has not taken place on or before Initial End Date (as may be immediately terminated at iSolved’s option extended by Purchaser pursuant to clause (b) above); provided however, that Seller and without prior noticethe Company may extend the Initial End Date to February 15, 2011 by written notice to Purchaser if and iSolved will only if the extension notice is delivered no later than December 15, 2010; provided further however that the right of Seller and Purchaser to terminate this Agreement under this Section (or to extend the Initial End Date) shall not be available if Closing shall not have no further occurred as a result of any material failure on the part of Seller or the Company to comply with or perform any covenant or obligation to to provide any Services to youof Seller or the Company set forth in this Agreement; or (d) by the mutual written consent of the parties; or (e) by Purchaser, if the Company or Seller shall materially breach any one obligation or agreement hereunder such that (and only if) the conditions referred to in Section 7 would not be satisfied and such breach shall not have been cured within seven (7) business days following written notice of such breach, provided that the right to terminate this Agreement by Purchaser under this Section 9.1(e) shall not be available where Purchaser is at that time in material breach of this Agreement; (f) by Seller, if Purchaser shall materially breach any obligation or agreement hereunder such that (and only if) the conditions referred to in Section 8 would not be satisfied and such breach shall not have been cured within seven (7) business days following occurs written notice of such breach, provided that the right to terminate this Agreement by Seller under this Section 9.1(f) shall not be available where Seller or the Company is at that time in material breach of this Agreement; or (a “Termination Event”): g) by Purchaser, if (i) all of the Closing Regulatory Approvals shall have been obtained prior to the Initial End Date (as may be extended hereunder) but any debit to your Account for funding is dishonored of which contains any of the Special Regulatory Conditions; or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respectof the Closing Regulatory Approvals shall have not been obtained prior to the Initial End Date (as may be extended hereunder) (i.e., the applicable Governmental Body has declined to issue the Closing Regulatory Approvals); (iii) you default provided that the right to terminate this Agreement by Purchaser under this addendum; (ivSection 9.1(g)(ii) your funds are, at any time, insufficient shall not be available where the applicable Governmental Authority has declined to cover issue the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible applicable Closing Regulatory Approval due toPurchaser's breach of its undertakings in any manner for you or any Section 6.1 of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedthis Agreement.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryParties by Law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated herein may be abandoned: (a) by mutual written consent of the Parties; (b) by either Party by notice to the other Party if the Closing shall not have been consummated on or prior to the date which is six months following the date hereof (such later date, the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to either Party whose failure to perform in all material respects any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; provided, further, that if the conditions set forth in Section 6.1(b) or 6.1(c) shall not have been satisfied or waived as of the Outside Date but all other conditions set forth in Article VI shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at iSolved’s option the Closing, but provided that such conditions shall then be capable of being satisfied if the Closing were to take place on such date), then either Party may, in its sole and without prior noticeexclusive discretion, and iSolved will have no further obligation extend the Outside Date to the date which is nine months following the date hereof by providing the other Party written notice of such extension on or before the Outside Date; (c) by either Party by written notice to provide any Services to youthe other Party, if any one (i) a final, non-appealable Order, decree or ruling enjoining or otherwise prohibiting consummation of the following occurs transactions contemplated by this Agreement to occur on the Closing Date has been issued by any Governmental Authority of competent jurisdiction (a “Termination Event”): unless such Order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) or (ii) any Law has been enacted that would make the consummation of the transactions contemplated by this Agreement to occur on the Closing Date illegal; (d) by Purchaser by written notice to Seller (which shall include notice of Purchaser’s intention to terminate pursuant to this Section 7.1(d)), if (i) any debit to your Account for funding is dishonored representation or otherwise returned to iSolved or warranty of Seller contained in this Agreement shall be inaccurate such that the Originating Bank for any reasoncondition set forth in Section 6.3(a) would not be satisfied, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect the covenants or obligations of Seller contained in this Agreement shall have been breached in any material respectrespect such that the condition set forth in Section 6.3(b) would not be satisfied; provided, however, that if an inaccuracy or breach is curable by Seller during the 15-day period after Purchaser notifies Seller in writing of the existence of such inaccuracy or breach (iii) you default the “Seller Cure Period”), then Purchaser may not terminate this Agreement under this addendum; (ivSection 7.1(d) your funds are, at any time, insufficient as a result of such inaccuracy or breach prior to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee expiration of the Seller Cure Period unless Seller is no longer continuing to exercise commercially reasonable efforts to cure such inaccuracy or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, breach; (e) you become a bankrupt party under by Seller by written notice to Purchaser (which shall include notice of Seller’s intention to terminate pursuant to this Section 7.1(e)), if (i) any representation or warranty of Purchaser contained in this Agreement shall be inaccurate such that the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upcondition set forth in Section 6.2(a) would not be satisfied, or composition or adjustment of debts; (viii) the Originating Bank covenants or obligations of Purchaser contained in this Agreement shall have been breached in any material respect such that the condition set forth in Section 6.2(b) would not be satisfied; provided, however, that if an inaccuracy or breach is curable by Purchaser during the 15-day period after Seller notifies iSolved that it Purchaser in writing of the existence of such inaccuracy or breach (the “Purchaser Cure Period”), then Seller may not terminate this Agreement under this Section 7.1(e) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period unless Purchaser is no longer willing continuing to originate debits and credits for you for any reason whatsoever exercise commercially reasonable efforts to cure such inaccuracy or breach; or (including without limitationf) by either Party by notice to the other Party, if the return Merger Agreement shall have been validly terminated pursuant to Section 9.01 of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedMerger Agreement.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryparties by law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated herein may be abandoned at iSolved’s option any time prior to the Effective Time: (a) by mutual written consent of NBC and without prior noticeXenon 2; (b) by either NBC or Xenon 2 by written notice to the other parties if the transactions contemplated by this Agreement have not been consummated by December 31, and iSolved will have no further obligation to to provide any Services to you1999, if any one unless extended by written agreement of the following occurs parties hereto, PROVIDED that the party terminating this Agreement shall not be in material default or breach hereunder and PROVIDED, FURTHER, that the right to terminate this Agreement under this clause (a “Termination Event”): b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated by this Agreement on or before such date; (c) by either NBC or Xenon 2 if (i) any debit Governmental Authority, the consent or approval of which is required for the consummation of the transactions contemplated hereby, shall have determined not to your Account for funding is dishonored grant its consent or otherwise returned to iSolved approval and all appeals of such determination shall have been taken and have been unsuccessful or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect court of competent jurisdiction in any material respect; the United States shall have issued a final and unappealable permanent injunction, order, judgment or other decree (iiiother than a temporary restraining order) you default restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, PROVIDED that the party seeking to terminate this Agreement under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, clause (c) you are unable is not then in material breach of this Agreement and PROVIDED, FURTHER, that the right to pay your debts as they become dueterminate this Agreement under this clause (c) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code decree or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.ruling;

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryparties by law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated hereby may be abandoned at iSolved’s option and without any time prior noticeto the Closing: (a) Mutually, and iSolved will have no further obligation to to provide any Services to you, if any one by the written consent of the following occurs Company and Consent of the Investors; (a “Termination Event”): b) by either the Company or Consent of the Investors by giving written notice to the other party or parties if the Closing shall not have occurred prior to December 31, 2002, unless extended by written agreement of the parties; provided that the party seeking termination pursuant to this subsection (b) is not in default or breach hereunder and provided, further, that the right to terminate this Agreement under this subsection (b) shall not be available (i) to any debit party whose failure to your Account for funding is dishonored or otherwise returned to iSolved or fulfill any obligation under this Agreement has been the Originating Bank for any reasoncause of, or you default in resulted in, the payment failure of any sum of money owed the Closing to iSolved; occur on or before such date or (ii) in the event that the Closing shall not have occurred as a result of a failure of any representation you make is incorrect in any material respect; (iii) you default under to be true and correct and the party seeking termination knew of such breach prior to the date of this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, Agreement; (c) you are unable by either the Company or Consent of the Investors by giving written notice to pay your debts as they the other party or parties if any Governmental Entity shall have issued an injunction or other ruling prohibiting the consummation of any of the transactions contemplated by this Agreement and such injunction or other ruling shall not be subject to appeal or shall have become due, final and unappealable; (d) you make any assignment for by either the benefit Company or Consent of creditors, the Investors in the event that Stockholder Approval is not obtained at the Stockholders' Meeting; or (e) you become by any Investor Group entitled to purchase less than 10% of the Common Shares pursuant to Section 2.1 herein if within 2 Business Days following receipt of a bankrupt party under notice of the United States bankruptcy code or either involuntarily or voluntarily becomes Consent of the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitationInvestors, the return controlling Affiliate of either or both of such Investor Groups delivers to the Company and to the controlling Affiliate of each other Investor Group a debit entry or insufficient or uncollected fundsnotice of termination under this Section 8.1(e); provided that such termination shall be with respect only to the rights and obligations between such Investor Group(s) or any subset of Investors therein to which the termination notice is applicable, on the one hand, and the Company and each other Investor, on the other, and shall in no event be with respect to the rights and obligations (viii) among the Payee Authorization is terminated (unless replaced by another Payee Authorization); other Investors or (viiiii) iSolved’s agreement with between the Originating Bank is terminatedother Investors on the one hand, and the Company on the other.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryParties by Law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated hereby may be abandoned at iSolved’s option any time prior to the Closing: (a) by mutual written consent of Sellers and without prior noticeBuyers; (b) by either Sellers or Buyers by giving written notice to the other Party if the Closing shall not have occurred by October 31, 2014 (the “Outside Date”), unless extended by written agreement of Sellers and Buyers; provided, that the Outside Date shall be automatically extended on a day-for-day basis (but in no event beyond December 31, 2014), to the extent that the sole reason that the Closing shall not have occurred is a failure of either or both of the conditions set forth in Section 7.1(b) and Section 7.1(c) (or Section 7.1(a), to the extent related thereto) to have been satisfied by the Outside Date, and; provided further, that a Party shall not be permitted to terminate pursuant to this subsection (b) if such Party is in default or breach hereunder; (c) by either Sellers or Buyers by giving written notice to the other Party if such other Party has breached its covenants, agreements or other obligations hereunder in a manner that would reasonably be expected to cause any condition of such Party giving notice set forth in ARTICLE VII not to be satisfied and, except in the case of a breach of Buyers’ obligation to effect the Closing and pay the Purchase Price in accordance with the terms of ARTICLE II, such breach has not been cured within thirty (30) days after written notification thereof by the Party seeking termination hereunder; (d) by either Sellers or Buyers by giving written notice to the other Party if any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and iSolved will such order, decree, ruling or other action shall not be subject to appeal or shall have no further obligation become final and unappealable; provided, that the right to terminate this Agreement under this subsection (d) shall not be available to provide any Services to youParty whose default or breach hereunder has resulted in such order, decree, ruling or other Action; (e) by the Sellers if any one of the following occurs (a “Termination Event”): (i) all the conditions set forth in Section 7.1 and Section 7.3 and have been satisfied (and continue to be satisfied) or irrevocably waived (other than any debit to your Account for funding is dishonored or otherwise returned to iSolved or such conditions which by their terms are not capable of being satisfied until the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; Closing Date) and (ii) any representation you make the Buyers do not consummate the transactions contemplated hereby within three (3) Business Days of the day the Closing is incorrect in any material respectrequired to occur pursuant to Section 2.5; or (iiif) you default under this addendum; (iv) your funds are, at any time, insufficient by either Sellers or Buyers pursuant to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected fundsSection 6.18(d); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated and abandoned at any time prior to the contraryClosing: 7.1.1 by the mutual written consent of HBR and IWRA; 7.1.2 by HBR at any time on or before the Due Diligence Termination Date if HBR determines in its reasonable discretion that, this addendum may be immediately terminated at iSolved’s option as a result of items disclosed in the final Phase I Report which were not previously disclosed to HBR in the draft Phase I Environmental Site Assessment, dated August 25, 1999, prepared by Terracon and without prior noticein that certain update letter thereto, and iSolved will have no further obligation dated August 26, 1999, each delivered to HBR on August 26, 1999, all or any portion of the Property is not acceptable to provide any Services to youHBR, in which case (a) IWRA shall pay the cancellation charges, if any one any, of Escrow Agent and Title Company and (b) IWRA shall reimburse HBR for its reasonable out-of pocket costs and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred in connection with the negotiation of the following occurs (a “Termination Event”): transaction contemplated by this Agreement and HBR's due diligence efforts; PROVIDED that the amount of such reimbursement shall not exceed $150,000; 7.1.3 by HBR or IWRA if (i) any debit Governmental Authority, the consent of which is a condition to your Account for funding is dishonored or otherwise returned the obligations of HBR and IWRA to iSolved consummate any of the transactions contemplated by this Agreement, the Lease, the Management Agreement or the Originating Bank for any reasonSponsorship Agreement, shall have determined not to grant its consent and all appeals of such determination shall have been taken and have been unsuccessful, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make court of competent jurisdiction shall have issued an order, judgment or decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting all of the transactions contemplated by this Agreement, the Lease or the Management Agreement, and such order, judgment or decree shall have become final and nonappealable; 7.1.4 by HBR or IWRA if a Governmental Authority has required a change to be made to this Agreement, the Lease, the Management Agreement and/or the transactions contemplated by such documents, and either party, after prompt and diligent negotiations held in good faith with the other party shall have determined that any required changes will cause such party to suffer economic detriment of more than $50,000 and such party's business objectives and economic position as contemplated herein and in the Lease and the Management Agreement cannot be preserved; 7.1.5 by HBR if, on the advice of its counsel, it determines that there is incorrect a reasonable likelihood that approval of the transactions contemplated in any material respect; this Agreement, the Lease and the Management Agreement will not be granted by the applicable Governmental Authorities within sixty (iii60) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any days of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit HBR's first submission of creditors, (e) you become a bankrupt party filings under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject HSR Act; 7.1.6 by HBR if there has been a material breach by IWRA of any other law relating representation, warranty, covenant or agreement set forth in this Agreement, which breach has not been cured within ten (10) Business Days following receipt by the breaching party of notice of such breach, in which case IWRA shall pay the cancellation charges, if any, of Escrow Agent and Title Company; 7.1.7 by IWRA if there has been a material breach by HBR of any representation, warranty, covenant or agreement set forth in this Agreement, which breach has not been cured within ten (10) Business Days following receipt by the breaching party of notice of such breach, in which case HBR shall pay the cancellation charges, if any, of Escrow Agent and Title Company; 7.1.8 by HBR pursuant to bankruptcythe terms of Section 4.2.3, insolvency, reorganization, dissolution, liquidation, winding-upSection 6.2, or composition Article 13; 7.1.9 by IWRA pursuant to the terms of Section 6.4; and 7.1.10 by HBR or adjustment IWRA if the Closing has not occurred by March 31, 2000; provided, however, that (i) HBR shall not be entitled to terminate this Agreement pursuant to this Section 7.1.10 if a knowing or willful breach of debts; this Agreement by HBR has prevented the Closing from occurring by such date, and (viii) IWRA shall not be entitled to terminate this Agreement pursuant to this Section 7.1.10 if a knowing or willful breach of this Agreement by IWRA has prevented the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced Closing from occurring by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedsuch date.

Termination Events. Notwithstanding anything Anything contained in this addendum Agreement to the contrarycontrary notwithstanding (other than as provided in the last sentence of this Section 11.1), this addendum Agreement may be immediately terminated at iSolved’s option any time prior to the Closing Date: (a) by mutual written consent of Sellers and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs Buyer; or (a “Termination Event”): b) by either Sellers or Buyer: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or if the Originating Bank Bankruptcy Court rules that it does not approve this Agreement for any reasonreason or if a Governmental Authority issues a final, non-appealable ruling or you default in Final Order permanently prohibiting the payment transactions contemplated hereby, provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b)(i) shall not be available to any Party whose breach of any sum of money owed to iSolved; its representations, warranties, covenants or agreements contained herein results in such ruling or Order; (ii) if the Closing shall not have occurred by the close of business on May 26, 2017 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b)(ii) shall not be available to any representation you make is incorrect Party whose breach of any of its representations, warranties, covenants or agreements contained herein results in any material respect; the failure of the Closing to be consummated by such time; (iii) you default under this addendumif (A) the Sale Hearing is not held on or before May 5, 2017; provided, however, if the Sale Hearing is delayed due to the Bankruptcy Court’s unavailability, the next Business Day on which the Bankruptcy Court is available, or (B) the Bankruptcy Court has not entered the Sale Order on or before May 8, 2017; provided, however, if approval of the Sale Order is delayed due to the Xxxxxxxxxx Xxxxx’s unavailability, the next Business Day on which the Bankruptcy Court is available; (iv) your funds are, at any time, insufficient to cover if the net payroll and/or related taxes for your Payees, Sale Order is vacated; or (v) if Sellers (aA) you cease operationsfile any stand-alone plan of reorganization or liquidation that does not contemplate, the implementation or consummation of, the transactions provided for in this Agreement or (bB) a receiverconsummate an Alternative Transaction, custodian, trustee or liquidator becomes responsible in any manner for you or any including without limitation the transfer of your assets, the Acquired Assets to the Successful Bidder; or (c) you by Buyer: (i) in the event of any breach by any Seller of any of its agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Article IX to be satisfied, and the failure of Sellers to cure such breach by the earlier of (A) the Outside Date and (B) the date that is fifteen (15) days after receipt of the Buyer Termination Notice; provided, however, that (1) Buyer is not in breach of any of its representations, warranties, covenants or agreements contained herein in a manner that would result in the failure of a condition set forth in Article X to be satisfied, (2) Buyer notifies Sellers in writing (the “Buyer Termination Notice”) of its intention to exercise its rights under this Section 11.1(c)(i) as a result of the breach, and (3) Buyer specifies in the Buyer Termination Notice the representation, warranty, covenant or agreement contained herein of which Sellers are unable allegedly in breach; (ii) if the Bankruptcy Case is dismissed or converted to pay your debts a case under Chapter 7 of the Bankruptcy Code and neither such dismissal nor conversion expressly contemplates the consummation of the transactions provided for in this Agreement; or (iii) if any conditions to the obligations of Buyer set forth in Article IX shall have become incapable of fulfillment other than as they become due, a result of a breach by Buyer of any covenant or agreement contained in this Agreement; or (d) you make by Sellers: (i) except as provided in Section 11.1(d)(ii), in the event of any assignment for breach by Buyer of any of its agreements, covenants, representations or warranties contained herein that would result in the benefit failure of creditorsa condition set forth in Article X to be satisfied, and the failure of Buyer to cure such breach by the earlier of (A) the Outside Date and (B) the date that is fifteen (15) days after receipt of the Sellers Termination Notice; provided, however, that Sellers (1) are not themselves in material breach of any of their representations, warranties, covenants or agreements contained herein, (e2) you become notify Buyer in writing (the “Sellers Termination Notice”) of their intention to exercise their rights under this Section 11.1(d)(i) as a bankrupt party under result of the United States bankruptcy code breach, and (3) specify in the Sellers Termination Notice the representation, warranty, covenant or either involuntarily or voluntarily becomes agreement contained herein of which Buyer is allegedly in breach; or (ii) if the Sale Order with respect to the transactions contemplated by this Agreement has been entered and is not subject of to any other law relating stay on enforcement and (A) Sellers have provided Buyer with written notice that they are prepared to bankruptcyconsummate the transactions contemplated by this Agreement, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (viB) the Originating Bank notifies iSolved conditions to Closing in Article IX have been satisfied (or waived by Buyer), other than those conditions that it is no longer willing to originate debits by their nature can only be satisfied at Closing, and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (viiC) the Payee Authorization is terminated Closing Date does not occur within three (unless replaced by another Payee Authorization); or (viii3) iSolved’s agreement Business Days of Sellers providing Buyer with the Originating Bank is terminatedsuch notice.

Termination Events. Notwithstanding anything in this addendum to The following events shall be Termination Events (“Termination Events”) hereunder: (a) a Servicer Default occurs and is continuing; or (b) failure on the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide part of either Seller or any Services to you, if any one of the following occurs Originators to make any payment or deposit (including without limitation with respect to Collections) required by the terms of any Transaction Document on the day such payment or deposit is required to be made and the same continues unremedied for two Business Days; or (c) the occurrence of an Insolvency Event relating to any of the Originators, either Seller, the Servicer or any Affiliate of any of the Originators which is a party to a Permitted Securitization Transaction; or (d) either Seller shall become required to register as an “Termination Eventinvestment company” within the meaning of the Investment Company Act of 1940, as amended (the “40 Act”): ) or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 40 Act; or (e) a regulatory, tax or accounting body has ordered that the activities of either Seller or any Affiliate of either Seller contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of either Seller contemplated hereby may reasonably be expected to cause such Seller or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences; or (f) there shall exist any event or occurrence that has caused a Material Adverse Effect; or (g) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of either Seller or any of the Originators and such lien shall not have been released within five Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of either Seller or any of the Originators and such lien shall not have been released within five Business Days; or (h) any Change-in-Control shall occur; or (i) (i) unless otherwise cured pursuant to Section 2.4(b), any debit Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to your Account for funding is dishonored be effective or otherwise returned cease to iSolved be the legally valid, binding and enforceable obligation of either Seller, any of the Originators or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; Servicer, (ii) either Seller, any representation you make is incorrect of the Originators, the Servicer or any other party shall, directly or indirectly, contest in any material respect; manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder, or (iii) you default any security interest securing any obligation under this addendumany Transaction Document shall, in whole or in part, cease to be a perfected first priority security interest; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.or

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual consent of Parent and the Company; (b) by either Parent or the Company if (i) the SEC has notified Parent that it has no further comments to the Proxy Statement on or before February 14, 2007 and the Closing has not occurred on or prior to Xxxxx 00, 0000, (xx) the SEC has notified Parent that it has no further comments on the Proxy Statement after February 14, 2007 but on or before March 15, 2007 and the Closing has not occurred on or before April 30, 2007 or (iii) the SEC has notified Parent that it has no further comments on the Proxy Statement after March 15, 2007 and the Closing has not occurred on or before May 31, 2007, unless, in each case (x) the non-terminating party’s failure to close prior to the applicable date resulted from any failure on the part of such terminating party to comply with in all material respects, or perform in all material respects, any covenant or obligation of such terminating party set forth in this addendum Agreement, and (y) the non-terminating party provided written notice of such failure to the contrary, this addendum may be immediately terminated at iSolvedterminating party as soon as practicable after it had knowledge thereof; (c) by either Parent or the Company if: (i) the Parent Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and completed and Parent’s option and without prior noticestockholders shall have taken a final vote on the proposal to approve the Merger, and iSolved will (ii) the Merger shall not have no further obligation been approved at the Parent Stockholders’ Meeting (and shall not have been approved at any adjournment or postponement thereof) by the Required Parent Merger Stockholder Vote; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to provide any Services this Section 8.1(c) if the failure to you, if any one have the Merger approved by the Required Parent Merger Stockholder Vote is attributable to a failure on the part of the following occurs party seeking to terminate this Agreement to perform in any material respects any covenant or obligation in this Agreement required to be performed by such party at or prior to the Effective Time; (d) by the Company, if, prior to the Merger having been approved at the Parent Stockholders’ Meeting (or at any adjournment or postponement thereof) by the Required Parent Merger Stockholder Vote, (i) Parent receives a “Termination Event”): written communication from the banking firm providing the fairness opinion or valuation opinion obtained by Parent in connection with the Contemplated Transactions rescinding, withdrawing or adversely modifying such fairness opinion or valuation opinion, or (ii) Parent’s board of directors withdraws the Parent Board Recommendation or adversely modifies the Parent Board Recommendation; (e) by Parent if: (i) any debit to your Account for funding is dishonored representation or otherwise returned to iSolved warranty of the Company contained in this Agreement shall be inaccurate or shall have been breached as of the Originating Bank for any reasondate of this Agreement, or you default shall have become inaccurate or shall be breached as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 6.1 would not be satisfied (it being understood that, for purposes of determining the payment accuracy of such representations and warranties as of the date of this Agreement or as of any sum subsequent date: (A) all “Material Adverse Effect” and other materiality qualifications limiting the scope of money owed such representations and warranties shall be disregarded; and (B) any update of or modification to iSolvedthe Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded, provided that any update to Part 2.9 or Part 2.10 of the Disclosure Schedule permitted hereby for the purpose of adding to Part 2.9 or Part 2.10 of the Disclosure Schedule a list of any Material Contracts or licenses for Intellectual Property entered into after the execution of this Agreement of the type described in Section 4.2(b)(ix) and Section 4.2(b)(x) shall be deemed to update the Disclosure Schedule, but solely for the purposes of determining whether the representations and warranties of the Company set forth in this Agreement are inaccurate or have been breached as of the Closing Date (as if such representations and warranties had been made on and as of the Closing Date); or (ii) any representation you make is incorrect of the covenants or obligations of the Company contained in this Agreement shall have been breached in any material respect; provided, however, that if an inaccuracy in or breach of any representation or warranty of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by the Company is curable by the Company through the use of commercially reasonable efforts during the 30-day period after Parent notifies the Company in writing of the existence of such inaccuracy or breach (iii) you default the “Company Cure Period”), then Parent may not terminate this Agreement under this addendum; Section 8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; (ivf) your funds are, at by the Company if: (i) any time, insufficient to cover representation or warranty of Parent contained in this Agreement shall be inaccurate or shall have been breached as of the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any date of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upthis Agreement, or composition shall have become inaccurate or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return shall be breached as of a debit entry or insufficient or uncollected fundsdate subsequent to the date of this Agreement (as if made on such subsequent date); (vii) , such that the Payee Authorization is terminated (unless replaced by another Payee Authorization)condition set forth in Section 7.1 would not be satisfied; or (viiiii) iSolvedif any of Parent’s agreement or Merger Sub’s covenants or obligations contained in this Agreement shall have been breached in any material respect, including Parent’s and Merger Sub’s obligation to effect the Merger upon the satisfaction of the conditions set forth in Section 6; provided, however, that if an inaccuracy in or breach of any representation or warranty of Parent as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by Parent is curable by Parent through the use of commercially reasonable efforts during the 30-day period after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”), then the Company may not terminate this Agreement under this Section 8.1(f) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; (g) by Parent if: (i) there shall have occurred any Material Adverse Effect; or (ii) any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Material Adverse Effect; provided, however, that if such Material Adverse Effect is curable by the Company through the use of commercially reasonable efforts during the 30-day period after Parent notifies the Company in writing of the existence thereof (the “MAE Cure Period”), then Parent may not terminate this Agreement under this Section 8.1(g) as a result of such Material Adverse Effect prior to the expiration of the MAE Cure Period, provided the Company, during the MAE Cure Period, continues to exercise commercially reasonable efforts to cure such Material Adverse Effect; (h) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (i) by the Company during the 15-day period commencing on the date 21 days after the date on which the Wachovia Financing Commitment is terminated, revoked or amended such that the aggregate amount of financing contemplated by the Wachovia Financing Commitment to be loaned to Parent or the Company at the Closing decreases below $40 million, if on or prior to the date of such termination, Parent shall have failed to obtain one or more replacement Financing Commitments resulting in the aggregate amount of financing contemplated by all outstanding Financing Commitments (other than any Stockholder Loans to be lent to Parent or the Company at Closing) being at least $40 million; provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(i) if the failure of Parent to obtain any replacement Financing Commitment is caused by or otherwise results from, principally or in significant part, any one or more of the following factors: (A) any inaccuracy or breach of any of the representations or warranties set forth in Section 2.4; or (B) any failure of the Company to perform in any material respects any covenant or obligation in this Agreement required to be performed by the Company prior to the Effective Time; (j) by the Company if the preliminary Proxy Statement shall not have been filed with the Originating Bank SEC in a form that substantially complies with Regulation 14A promulgated under the Exchange Act on or before the date that is terminated20 business days after the date of this Agreement; provided, however, in no event shall the Company have the right or power to terminate this Agreement pursuant to this Section 8.1(j) if the failure of Parent to meet the foregoing deadline is caused by or otherwise results from, principally or in significant part, any one or more of the following factors: (A) any failure of the Company to perform in any material respects any covenant or obligation in this Agreement required to be performed by the Company prior to the Effective Time; (B) any failure of any of the Company’s financial statements included or required to be included in the preliminary Proxy Statement to be prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations or cash flows in any material respect as of the date of such financial statements and for the periods presented therein; or (C) any actions, omissions or delays on the part of the auditors for either Parent or the Company; or (k) by Parent if the Required Company Merger Stockholder Votes are not obtained within three business days after the date of this Agreement.

Termination Events. Notwithstanding anything By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated as follows: (a) by mutual written agreement of Buyer and Parent (each, a “Representative Party”); (b) by either Representative Party (provided that neither the terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant, or other agreement contained in this addendum Agreement) in the event of a material breach by the other Representative Party or a party Affiliated with the other Representative Party of any representation or warranty contained in this Agreement which cannot be or has not been cured within thirty (30) days after the giving of written notice to other Representative Party of such breach and which breach is reasonably likely, in the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one opinion of the following occurs terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated by this Agreement in accordance with the terms hereof; (c) by either Representative Party (provided that neither the terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event of a “Termination Event”): material breach by the other Representative Party or a party Affiliated with the other Representative Party of any covenant or agreement contained in this Agreement which cannot be or has not been cured within ten (10) days after the giving of written notice to other Representative Party of such breach and which breach is reasonably likely, in the opinion of the terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated by this Agreement in accordance with the terms hereof; (d) by either Representative Party in the event (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment Consent of any sum Governmental Body required for consummation of money owed to iSolved; the transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal or (ii) any representation you make is incorrect in any material respectthe consummation of such transactions shall have been permanently and restrained, enjoined or otherwise prohibited by force of law; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, or (e) you become a bankrupt party under by either Representative Party in the United States bankruptcy code or either involuntarily or voluntarily becomes event that the subject of any other law relating to bankruptcyClosing shall not have been consummated by December 31, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; 2005 (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds“Termination Date”); (viiprovided that the failure to consummate the transactions contemplated hereby on or before such date shall not have been caused by any breach of this Agreement by the Representative Party electing to terminate pursuant to this Section 9.1(e) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedan Affiliate of such Representative Party.

Termination Events. Notwithstanding anything in This Agreement may be terminated as follows: (a) Either Party (the “Non-Breaching Party”) may terminate this addendum Agreement upon written notice to the contraryother Party (the “Breaching Party”) if the Breaching Party has materially breached this Agreement and has failed to cure such breach within 30 days of the receipt of notice from the Non-Breaching Party of such breach, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to youor, if such breach is not capable of being cured within 30 days, reasonable good faith efforts have not been performed by the Breaching Party to remedy such breach (failure to give such notice shall not constitute a waiver of such default or of any one of rights or interests arising hereunder); or (b) Either Party may terminate this Agreement upon written notice to the following occurs (a “Termination Event”): other Party, if: (i) a substantial portion of any debit to your Account for funding is dishonored or otherwise returned to iSolved Party’s assets or the Originating Bank for conduct of the business of any reasonParty shall be substantially encumbered by extraordinary governmental action or by operation of law, including but not limited to any of the following: the action by any Governmental Authority, quasi-governmental authority, or you default in other entity acting under color of law to (A) condemn, nationalize, seize, expropriate, or assume custody or control of all or a substantial portion of its property or assets or business operations or of its share capital; (B) cause the payment dissolution or disestablishment of any sum Party; (C) prevent any Party or its officers from carrying on its business or operations or a substantial part thereof, including but not limited to the imposition of money owed import or export restrictions which materially impair the ability of any Party to iSolvedconduct the scope of business contemplated hereby; or (D) change the composition of any Party’s board of directors in a manner other than by voluntary action of its board; or (ii) any representation you make other Party initiates or is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds arethe subject of a winding-up proceeding, at any timea bankruptcy proceeding, insufficient to cover or a proceeding for the net payroll and/or related taxes for your Payeesappointment of a judicial manager, (v) (a) you cease operationssuffers the appointment of a receiver of all or a substantial part of its assets or businesses, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any makes an assignment for the benefit of its creditors. (c) Corage may at its option terminate this Agreement at any time, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitationor no reason, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedeffective upon at least thirty days’ advance written notice to DSPGL.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of BioTime and Geron; (b) by BioTime if the Closing has not taken place on or before September 30, 2013 (other than as a result of any failure on the part of BioTime or BAC to comply with or perform its covenants and obligations under this Agreement); (c) by Geron if the Closing has not taken place on or before September 30, 2013 (other than as a result of any failure on the part of Geron to comply with or perform any covenant or obligation set forth in this addendum Agreement); (d) by either BioTime or Geron, if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting any of the Transactions; provided, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(d) if the issuance of such Order or the taking of such action is attributable to the contrary, failure of such party to perform in any material respect any covenant or obligation in this addendum may Agreement required to be immediately terminated performed by such party at iSolved’s option and without or prior notice, and iSolved will have no further obligation to to provide any Services to youthe Closing; (e) by BioTime, if any one of Geron’s representations and warranties contained in this Agreement shall have been inaccurate as of the following occurs (a “Termination Event”): date of this Agreement or shall have become inaccurate, or if any of Geron’s covenants contained in this Agreement shall have been breached in any respect, in either case if (i) such inaccuracy or breach would cause the conditions in Section 5.1 or Section 5.2 not to be satisfied; and (ii) such inaccuracy or breach (if curable) is not cured by Geron within 30 calendar days after receiving written notice from BioTime of such inaccuracy or breach; (f) by Geron if any debit to your Account for funding is dishonored of BioTime’s and BAC’s representations and warranties contained in this Agreement shall have been inaccurate as of the date of this Agreement or otherwise returned to iSolved or the Originating Bank for any reasonshall have become inaccurate, or you default if any of BioTime’s covenants contained in this Agreement shall have been breached in any respect, in either case if (i) such inaccuracy or breach would cause the payment conditions in Section 6.1 or Section 6.2 not to be satisfied; and (ii) such inaccuracy or breach (if curable) is not cured by BioTime or BAC within 30 calendar days after receiving written notice from Geron of such inaccuracy or breach; (g) by BioTime or Geron if: (i) the BioTime Stockholder Meeting (including any adjournments and postponements thereof) shall have been held and completed and the stockholders of BioTime shall have taken a final vote on the BioTime Voting Proposal and the Additional Voting Proposal; and (ii) the BioTime Voting Proposal and the Additional Voting Proposal shall not have obtained the Required BioTime Stockholder Vote; provided, however, that (A) a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(g) if the failure of the BioTime Voting Proposal and the Additional Voting Proposal to be approved by the Required BioTime Stockholder Vote is attributable to a failure on the part of such party to perform in any material respect any covenant or obligation in this Agreement required to be performed by such party at or prior to the Closing; and (B) BioTime shall not be permitted to terminate this Agreement pursuant to this Section 8.1(g) if the failure of the BioTime Voting Proposal and the Additional Voting Proposal to be approved by the Required BioTime Stockholder Vote is attributable to a breach of any sum of money owed to iSolved; the Support Agreements; (h) by Geron if (i) the BioTime Board or any committee thereof shall have made a Recommendation Withdrawal, or (ii) any representation you make is incorrect of Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxx, as the case may be, shall have materially breached the Support Agreement applicable to him, unless in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover either case the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment Required BioTime Stockholder Vote shall have been obtained for the benefit BioTime Voting Proposal and the Additional Voting Proposal prior to such termination; (i) by BioTime if there shall have occurred a Geron Material Adverse Effect and such Geron Material Adverse Effect, if curable, is not cured by Geron within 30 calendar days after receiving written notice from BioTime of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating its intent to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing terminate this Agreement pursuant to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected fundsthis Section 8.1(i); or (viij) the Payee Authorization by Geron if there shall have occurred a BioTime Material Adverse Effect and such BioTime Material Adverse Effect, if curable, is terminated (unless replaced not cured by another Payee AuthorizationBioTime within 30 calendar days after receiving written notice from Geron of its intent to terminate this Agreement pursuant to this Section 8.1(j); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated and the Transactions may be abandoned at any time prior to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) Closing: (a) you cease operations, by mutual written consent of Alter and Xxxxxxxxx LLC; (b) by Xxxxxxxxx LLC, upon a receiverbreach of any representation, custodianwarranty, trustee covenant, obligation or liquidator becomes responsible agreement on the part of Management, Lessee, any Alter Entity or Xxxxxxxxx set forth in this Agreement, in any manner for you case such that the conditions set forth in Section 5.2(a) or any 5.2(b), as the case may be, are not satisfied or would be incapable of your assets, being satisfied within 30 days after the giving of written notice to Alter; (c) you by Alter, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of any of the Xxxxxxxxx Entities such that the conditions set forth in Section 5.3(a) or 5.3(b) are unable not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to pay your debts as they become dueXxxxxxxxx LLC; or by Xxxxxxxxx, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of any of the Xxxxxxxxx Entities, such that the conditions set forth in 5.4(a) or 5.4(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Xxxxxxxxx LLC; (d) you make by any assignment for of Alter or Xxxxxxxxx LLC if any court of competent jurisdiction in the benefit United States shall have issued a final and unappealable permanent injunction, order, judgment or other decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the consummation of creditorsthe Transactions, provided that the party seeking to terminate this Agreement under this clause (d) is not then in material breach of this Agreement and provided, further, that the right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling; and (e) you become a bankrupt party under by any of Alter, Xxxxxxxxx or Xxxxxxxxx LLC if the United States bankruptcy code Merger Agreement or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is Partnership Merger Agreement shall have been terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement in accordance with the Originating Bank is terminatedits terms.

Termination Events. Notwithstanding anything Except upon expiration of the term of an SLA or as otherwise provided in this addendum to the contraryMLA, this addendum as applicable, a Party may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): only terminate an SLA as follows: (i) any debit If an SLA has been executed prior to your Account for funding is dishonored issuance of a Notice to Proceed, and LICENSOR does not approve the installation of the proposed equipment and improvements, LICENSEE may terminate the SLA without penalty or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; further liability; (ii) LICENSEE may terminate an SLA without penalty or further liability, immediately upon written notice to LICENSOR that; (w) any representation you make applications for Governmental Approvals have been, or are likely to be, rejected or are unacceptable, (x) LICENSEE has determined in its sole discretion that one or more Governmental Approvals may not be obtained in a timely manner, or (y) a Governmental Approval issued to LICENSEE has been canceled, has expired, has lapsed or is incorrect otherwise withdrawn or terminated by a governmental authority, provided, however, with respect to any Committed Site, if a Governmental Approval or application for a Governmental Approval expired or is delayed, denied, canceled or rejected primarily as a result of the negligence, fault, action or inaction of LICENSEE (or its agents, contractors or employees), then LICENSEE shall pay LICENSOR an amount equal to the total License Fees owed between the date of termination of such SLA and the end of the then-current term, and provided, further, that LICENSEE will not be required to pay LICENSOR a termination fee under this Section 20(a)(ii) for any Committed Site if a Governmental Approval for such Committed Site is lost, canceled or withdrawn as a result of LICENSEE not agreeing, in its sole reasonable discretion, to any material respect; unreasonable conditions imposed by a governmental authority after the Effective Date; (iii) you default under In accordance with Section 17 of this addendum; MLA in the event of damage or destruction; (iv) your funds are, at any time, insufficient to cover In accordance with Section 18 of this MLA in the net payroll and/or related taxes for your Payees, event of condemnation; or (v) (a) you cease operations, (b) a receiver, custodian, trustee In accordance with Section 22 of this MLA for default by LICENSEE or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debtsLICENSOR; or (vi) LICENSEE may terminate any SLA for convenience after the Originating Bank notifies iSolved expiration of its Initial SLA Term by providing LICENSOR at least one hundred eighty (180) days’ prior written notice and paying a termination fee equal to twelve (12) months’ License Fee at the then current rate; provided, however, that it is no longer willing this termination right will not apply to originate debits and credits for you for any reason whatsoever Committed Sites during their initial fifteen (including without limitation, 15) year term from the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedEffective Date.

Termination Events. Notwithstanding anything By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated as follows: (a) by mutual written agreement of Buyer and Parent (each, a “Representative Party”); (b) by either Representative Party (provided that neither the terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant or other agreement contained in this addendum Agreement) in the event of a material breach by the other Representative Party or a party Affiliated with the other Representative Party of any representation or warranty contained in this Agreement which cannot be or has not been cured within thirty (30) days after the giving of written notice to other Representative Party of such breach and which breach is reasonably likely, in the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one opinion of the following occurs terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated by this Agreement in accordance with the terms hereof; (c) by either Representative Party (provided that neither the terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event of a “Termination Event”): material breach by the other Representative Party or a party Affiliated with the other Representative Party of any covenant or agreement contained in this Agreement which cannot be or has not been cured within ten (10) days after the giving of written notice to other Representative Party of such breach and which breach is reasonably likely, in the opinion of the terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated by this Agreement in accordance with the terms hereof; (d) by either Representative Party in the event (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment Consent of any sum Governmental Body required for consummation of money owed to iSolved; the transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal or (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds arethe consummation of such transactions shall have been permanently restrained, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee enjoined or liquidator becomes responsible in any manner for you or any otherwise prohibited by force of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, law; (e) you become a bankrupt party under by either Representative Party in the United States bankruptcy code event that the Closing shall not have been consummated by January 31, 2006; provided that the failure to consummate the transactions contemplated hereby on or either involuntarily before such date shall not have been caused by any breach of this Agreement by the Representative Party electing to terminate pursuant to this Section 9.1(e) or voluntarily becomes the subject an Affiliate of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debtssuch Representative Party; or (vif) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected fundsby Buyer as provided in Section 6.4(d); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated prior to the contraryClosing, whether before or after approval of this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of Agreement by the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) Agri-Energy Partners: (a) you cease operations, by mutual written consent of Purchaser and the Seller; (b) a receiverby either Purchaser or the Seller, custodianif there shall be any Law enacted or deemed applicable to the Contemplated Transactions that makes consummation of the Contemplated Transactions illegal, trustee or liquidator becomes responsible in if any manner for you Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Contemplated Transactions shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 8.1(b) must have used all reasonable efforts to remove any of your assets, such Order prior to the Termination Date; (c) you are unable by Purchaser, if there has been a material inaccuracy of any representation or warranty, or a failure to pay your debts as they become duecomply with or perform any covenant or agreement contained in this Agreement or the Related Agreements on the part of the Acquired Companies or the Seller which inaccuracy or failure causes any of the conditions set forth in Article 6 to not be satisfied; provided, however, that Purchaser may not terminate this Agreement under this Section 8.1 (c) on account of an inaccuracy in the Acquired Companies’ or the Seller’s representations and warranties, or on account of a failure to comply with or perform a covenant by the Acquired Companies or the Seller, if such inaccuracy or failure is curable by the Acquired Companies or the Seller, unless the Acquired Companies or the Seller fail to cure such inaccuracy or breach within 15 days after receiving written notice from Purchaser of such inaccuracy or failure; (d) you make by the Seller, if there has been a material inaccuracy of any assignment for representation or warranty, or a failure to comply with or perform any covenant or agreement contained in this Agreement or the benefit Related Agreements on the part of creditorsPurchaser, which inaccuracy or failure causes any of the conditions set forth in Article 7 to not be satisfied; provided, however, that the Seller may not terminate this Agreement under this Section 8.1(d) on account of an inaccuracy in Purchaser’s representations and warranties, or on account of a failure to comply with or perform a covenant by Purchaser, if such inaccuracy or failure is curable by Purchaser, unless Purchaser fails to cure such inaccuracy or breach within 15 days after receiving written notice from the Seller of such inaccuracy or failure; or (e) you become by Purchaser or the Seller, if the Closing has not taken place on or before November 30, 2010 (the “Termination Date”) (other than as a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject result of any other law relating failure on the part of the terminating party to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, comply with or composition perform any of its covenants or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected fundsobligations set forth in this Agreement); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything Anything contained in this addendum Agreement to the contrarycontrary notwithstanding, this addendum Agreement may be immediately terminated at iSolved’s option and without any time prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs Closing: (a “Termination Event”): a) by either Sellers or Buyer: (i) if the Bankruptcy Court shall have determined that it will not enter the Approval Order or if a Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any debit to your Account for funding final and non-appealable applicable Law (including any Order) which is dishonored in effect and has the effect of making the Transactions illegal or otherwise returned restraining or prohibiting consummation of the Transactions and which is not satisfied, resolved or preempted by the Approval Order; provided, however, that the right to iSolved or the Originating Bank for terminate this Agreement pursuant to this Section 12.1(a)(i) shall not be available to any reason, or you default in the payment Party whose material breach of any sum of money owed to iSolved; its representations, warranties, covenants or agreements contained herein results in or causes such event; (ii) if the Closing shall not have occurred by 11:59 p.m. New York City time on February 19, 2019 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 12.1(a)(ii) shall not be available to any representation you make is incorrect Party whose material breach of any of its representations, warranties, covenants or agreements contained herein results in any material respect; the failure of the Closing to be consummated by such time; (iii) you default under if Sellers accept or agree to any Competing Transaction or upon approval by the Bankruptcy Court of, or the filing by or on behalf of any Seller of a motion or other request to approve, a Competing Transaction; provided, however, that if Seller, pursuant to Section 8.2(c) and the Bidding Procedures Order, has designated Buyer as a “Back-Up Bidder,” then Buyer shall not be permitted to terminate this addendumAgreement prior to the Outside Date except as consistent with the terms of Section 8.2(c) and the Bidding Procedures Order; or (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any by mutual written consent of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits Sellers and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedBuyer.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by either the Purchaser or the Seller if the Transactions shall not have been consummated by February 15th, 2010 (the "Termination Date"); provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1 if the failure to consummate the Transactions by the Termination Date is attributable to a failure on the part of such party to perform any covenant in this addendum Agreement required to be performed by such party at or prior to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior noticeClosing Date, and iSolved will the Seller shall not be permitted to terminate this Agreement pursuant hereto unless the Seller shall have no further obligation made any payment required to be made to provide the Purchaser pursuant to Section 8.4; (b) by the Purchaser or the Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any Services other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; (c) by the Seller if (the Agreement and Asset Sale shall not have been approved at the Shareholders' Meeting (or at any adjournment or postponement thereof) by the Required Shareholder Approval; provided, however, that (i) a party shall not be permitted to youterminate this Agreement pursuant to this Section 8.1(c) if the failure to have the Agreement and Asset Sale approved by the Required Shareholder Approval is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Closing Date, and (ii) the Seller shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) unless the Seller shall have made any payment required to be made to the Purchaser pursuant to Section 8.4; (d) by the Purchaser if any one of a Triggering Event shall have occurred; (e) by the following occurs (a “Termination Event”): Purchaser if (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or of the Originating Bank for any reasonSeller's representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in the payment of any sum of money owed to iSolved; Section 6.1 would not be satisfied, or (ii) any representation you make is incorrect of the Seller's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any material respect; (iii) you default of the Seller's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller and the Seller is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then the Purchaser may not terminate this Agreement under this addendumSection 8.1(e) on account of such inaccuracy or breach; or (ivf) your funds areby the Seller if (i) any of the representations and warranties of the Purchaser contained in this Agreement shall be inaccurate as of the date of this Agreement, at or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.1 would not be satisfied, or (ii) if any timeof the covenants of the Purchaser contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, insufficient to cover the net payroll and/or related taxes for your Payeeshowever, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible that if an inaccuracy in any manner for you of the representations and warranties of the Purchaser as of a date subsequent to the date of this Agreement or a breach of a covenant by the Purchaser is curable by the Purchaser and the Purchaser is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then the Seller may not terminate this Agreement under this Section 8.1(f) on account of such inaccuracy or breach. (g) By the Purchaser if it is not satisfied with the results of its due diligence investigation. (h) Notwithstanding any of your assets, (c) you are unable the foregoing the parties may agree to pay your debts as they become due, (d) you make any assignment for extend to the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedclosing date.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing (whether before or after the adoption and approval of this Agreement by the Company’s stockholders): (a) by the mutual written consent of Parent and the Company; (b) by Parent if the Closing has not taken place on or before 5:00 p.m. (Eastern Standard Time) on May 31, 2015 (the “End Date”) and any condition set forth in Section 6 has not been satisfied or waived as of the time of termination (in each case other than as a result of any failure on the part of Parent to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this addendum Agreement); (c) by the Company if the Closing has not taken place on or before 5:00 p.m. (Eastern Standard Time) on the End Date and any condition set forth in Section 7 has not been satisfied or waived as of the time of termination (in each case other than as a result of any failure on the part of the Company to comply with or perform any covenant or obligation of the Company set forth in this Agreement); (d) by Parent if: (i) a court of competent jurisdiction or other Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide Merger by any Services to you, if any one Governmental Entity of competent jurisdiction that would make consummation of the following occurs Merger illegal; (e) by the Company if: (i) a “Termination Event”): court of competent jurisdiction or other Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Entity of competent jurisdiction that would make consummation of the Merger illegal; (f) by Parent if: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or of the Originating Bank for any reasonrepresentations and warranties of the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in the payment of any sum of money owed to iSolvedSection 6.1 would not be satisfied; or (ii) any representation you make is incorrect of the covenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that, in the case of clauses “(i)” and “(ii)” only, if an inaccuracy in any material respect; of the representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within 15 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (iii) you default the “Company Cure Period”), then Parent may not terminate this Agreement under this addendum; Section 8.1(f) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (ivit being understood that Parent may not terminate this Agreement pursuant to this Section 8.1(f) your funds are, at any time, insufficient with respect to cover such inaccuracy or breach if such inaccuracy or breach is cured prior to the net payroll and/or related taxes for your Payees, expiration of the Company Cure Period); (vg) by the Company if: (ai) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts Parent’s representations and warranties contained in this Agreement shall be inaccurate as they become due, (d) you make any assignment for of the benefit date of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upthis Agreement, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return shall have become inaccurate as of a debit entry or insufficient or uncollected funds); (vii) date subsequent to the Payee Authorization is terminated (unless replaced by another Payee Authorization)date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied; or (viiiii) iSolvedif any of Parent’s agreement covenants contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in any of Parent’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent is curable by Parent through the use of reasonable efforts within 15 days after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”), then the Company may not terminate this Agreement under this Section 8.1(g) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(g) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the Originating Bank is terminatedexpiration of the Parent Cure Period; or (h) by Parent if Stockholder Written Consents sufficient to obtain the Required Stockholder Vote are not delivered to Parent within 24 hours of the execution and delivery of this Agreement.

Termination Events. Notwithstanding anything in (a) In the event of a breach of a material term of (x) this addendum Agreement by Change Your Life or the Xxxxxxx Group (y) of Sections 3.3 and 8.5 of the Contribution and Exchange Agreement by and among Change Your Life, GHS, Inc. and certain of the stockholders of GHS, Inc. or (z) of the obligations of GHS, Inc. to Xxxxxxx under that certain letter agreement dated April 23, 1999 regarding reimbursement of expenses, the contrarynon-breaching party may terminate this Agreement provided that it has given the breaching party written notice of such breach and the breaching party has not within the 45 business days of the receipt of such notice, this addendum corrected such breach if it is capable of correction, provided however, that if the breaching party believes the breach is incapable of being cured, said question shall be referred to arbitration under the terms of Section 13.5. In the event the arbitration concludes that the breach was curable but was not cured, then the Agreement shall terminate upon such finding and the breaching party may be immediately terminated at iSolved’s option and without prior noticefound liable for damages in the arbitration. If, and iSolved however, the arbitration finds that the breach was not capable of being cured, then damages may be assessed against the breaching party, but the Agreement will not terminate unless the same breach occurs again, in which case, notwithstanding the fact that the subsequent breach is incapable of being cured, the Agreement will terminate. (b) The Xxxxxxx Group shall have no further obligation the right to terminate this Agreement upon providing written notice to provide any Services to you, Change Your Life if any one of the following occurs (a “Termination Event”): Change Your Life: (i) any debit becomes insolvent or unable to your Account pay its debts as they mature or makes an assignment for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment benefit of any sum of money owed to iSolvedits creditors; (ii) any representation you make is incorrect the subject of a voluntary petition in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you bankruptcy or any of your assetsvoluntary proceeding relating to insolvency, (c) you are unable to pay your debts as they become duereceivership, (d) you make any assignment liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (e60) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily days of filing; (iii) becomes the subject of any other law involuntary petition in bankruptcy or any involuntary proceeding relating to bankruptcy, insolvency, reorganization, dissolutionreceivership, liquidation, winding-up, or composition for the benefit of creditors, if such petition or adjustment proceeding is not dismissed within sixty (60) days of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization)filing; or (viiiiv) iSolved’s agreement with the Originating Bank is terminatedliquidated or dissolved.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by mutual written consent of the Purchaser and Parent; (b) by either the Purchaser or Parent if the Closing shall not have taken place by January 31, 2003; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) if the failure of the Closing to have taken place by such date is attributable to a failure on the part of such party or any affiliate of such party to perform any covenant in this addendum Agreement required to be performed by such party or such affiliate at or prior to the contraryClosing Date; (c) by either the Purchaser or Parent if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable Order, this addendum may be immediately terminated at iSolved’s option and without prior noticeor shall have taken any other action, and iSolved will have no further obligation to to provide any Services to youhaving the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; (d) by the Purchaser if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or of the Originating Bank for any reasonSellers' representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 6.1 would not be satisfied (it being understood that, for purposes of determining the payment accuracy of such representations and warranties as of the date of this Agreement or as of any sum subsequent date, any update of money owed or modification to iSolved; the Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), or (ii) any representation you make is incorrect of the Sellers' covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any material respect; of the Sellers' representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Sellers is curable by the Sellers and the Sellers cure such inaccuracy or breach within 10 days after receiving notice of such inaccuracy or breach, then the Purchaser may not terminate this Agreement under this Section 8.1(d) on account of such inaccuracy or breach, and provided, further, that in the event that at any time during the Pre-Closing Period Parent provides the Purchaser with a written notice (the "Parent Breach Notice") (i) stating that one or more representations and warranties of the Sellers contained in this Agreement and identified in such notice are or have become inaccurate, (ii) describing in reasonable detail the circumstances of such inaccuracy, and (iii) you default confirming unequivocally that the Purchaser is entitled to validly terminate this Agreement under this addendum; (ivSection 8.1(d) your funds areon account of such inaccuracy, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.then

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryParties by Law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated hereby may be abandoned at iSolvedany time prior to the Closing: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer by giving written notice to the other Party if the Closing shall not have occurred by the date that is one hundred eighty (180) days after the date of this Agreement (the “Termination Date”), unless extended by written agreement of Seller and Buyer; provided, however that if the only conditions that have not been satisfied or waived as of the Termination Date are the obtaining of any Consents from any Governmental Authority (including, solely for the purposes of this Section 9.1(b), Consents from the U.S. Department of Energy) required under Section 6.4, the Termination Date shall be automatically extended for an additional sixty (60) days; provided further that the right to terminate this Agreement under this subsection (b) shall not be available to any Party whose breach of its obligations under this Agreement has been a cause of, or resulted in, the failure of the transactions contemplated hereby to be consummated by such time; (c) by either Seller or Buyer by giving written notice to the other Party if such other Party has breached its covenants, agreements or other obligations hereunder in a manner that would reasonably be expected to cause any condition of such Party giving notice set forth in Article VII not to be satisfied and, except in the case of a breach of Buyer’s option obligation to effect the Closing and without prior noticepay the Purchase Price in accordance with the terms of Article II, such breach either is not capable of being cured or has not been cured within the earlier of thirty (30) days after written notification thereof and the Termination Date by the Party seeking termination hereunder; (d) by either Seller or Buyer by giving written notice to the other Party if any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and iSolved will such order, decree, ruling or other action shall not be subject to appeal or shall have no further obligation become final and unappealable; provided, that the right to terminate this Agreement under this subsection (d) shall not be available to provide any Services to youParty whose breach of its obligations under this Agreement has been a cause of, if any one or resulted in, the failure of the following occurs transactions contemplated hereby to be consummated by such time; or (a “Termination Event”): e) by Seller if (i) all the conditions set forth in Section 7.1 and Section 7.3 and have been satisfied (and continue to be satisfied) or irrevocably waived (other than any debit to your Account for funding is dishonored or otherwise returned to iSolved or such conditions which by their terms are not capable of being satisfied until the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; Closing Date) and (ii) any representation you make the Buyer does not consummate the transactions contemplated hereby within three (3) Business Days of the day the Closing is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient required to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable occur pursuant to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedSection 2.5.

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated (prior to the contraryexpiration of its term pursuant to Section 4) at any time by one party, this addendum may be immediately terminated at iSolved’s option and without prior noticeupon written notice to the other party, and iSolved will have no further obligation to to provide upon the occurrence of any Services to you, if any one of the following occurs (a “Termination Event”): events: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or either party may terminate the Originating Bank for any reasonAgreement if Dr. Crystal dies, becomes disabled such that he cannot continue his employment at the Medical College, terminates his employment at the Medical College, or you default in his employment at the payment of any sum of money owed to iSolved; Medical College is otherwise terminated; (ii) any representation you make either party may terminate the Agreement if, in the reasonable judgment of the terminating party, termination is incorrect necessitated by reason of a change in any material respectLaws; provided, however, that the Sponsor shall not use as a ground of termination such a change which could be cured by a revision of Dr. Crystal's relationship with the Sponsor; (iii) you default under this addenduma party may terminate the Agreement if it has a reasonable basis to believe that the other party has engaged in unlawful, unethical, or seriously inappropriate conduct such that continued performance of the Agreement would affront legitimate interests of the terminating party; or (iv) your funds area party may terminate the Agreement if the other party has committed a material breach of the terms of this Agreement or the License Agreement and has failed to remedy such breach within ten (10) days in relation to a payment-related breach, at and thirty (30) days in relation to other breaches, following written notice thereof. For purposes of this Section 8, a failure by the Sponsor to make any time, insufficient payment required pursuant to cover the net payroll and/or related taxes for your Payees, Section 5 shall be deemed a material breach. (v) In the event that a party intends to terminate the Agreement under Section 8.1(ii), (iii) or (iv), the party shall give written notice to that effect to the other party, which notice shall effect forthwith suspension of future performance of the Agreement. The party so notified may initiate arbitration under Section 19.5, by filing a request for arbitration with the American Arbitration Association, not later than ten (10) days thereafter, and termination shall occur if (a) you cease operationsarbitration is not so initiated, or (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; arbitrator finds that termination was reasonable. (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you Sponsor may provide notice of termination any time for any reason whatsoever after October 1, 1999, and in any such case, such termination will be effective twelve (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii12) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedmonths thereafter.

Termination Events. Notwithstanding anything the foregoing, in addition and without prejudice to any other right and/or remedy under this addendum Agreement and/or the applicable law, prior to the contrary, Closing the Parties shall be entitled (but not obligated) to terminate this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, Agreement at any time, insufficient to cover upon the net payroll and/or related taxes for your Payees, occurrence of any of the following events (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any combination thereof): 12.2.1. Any Party has committed a Material Breach under this Agreement or under the Ancillary Agreements and has failed to rectify such breach within 10 days of your assetsits receipt of a written demand to do so, then and in such event the aggrieved Party shall be entitled to terminate this Agreement unilaterally by serving written notice to that effect on the defaulting Party. For the purposes of this Section ‎12.2.1, a breach of this Agreement shall be deemed to be material if it goes to the root of this Agreement and/or may reasonably be deemed to substantially frustrate the purpose and intent of the Parties hereto (c) you are unable a “Material Breach”). 12.2.2. There shall be a final non-appealable order of a court of competent jurisdiction preventing the consummation of the Transaction; 12.2.3. There shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any governmental body that would make the Closing of the Transaction illegal; and/or 12.2.4. Any Party becomes insolvent or admits in writing its inability to pay your its debts as they become duemature, or applies for, consents to or acquiesces in the appointment of a trustee or receiver or liquidator (dor any analogue officer) you for such entity or any property thereof; or, in the absence of such application, consent or acquiescence, a trustee or receiver or liquidator (or any analogue officer) is appointed for such entity or for a substantial part of the property thereof and is not discharged within 90 (ninety) days; or, any bankruptcy, insolvency or other proceeding under any bankruptcy or insolvency law is instituted by or brought against such entity, and if instituted against such entity is consented to or acquiesced in by the Company or remains for 90 (ninety) days undismissed; or such entity shall commence winding-up by reason of insolvency or shall make any assignment for the benefit of creditors. 12.2.5. Any judgment, (e) you become a bankrupt party under writ, warrant or attachment or execution or similar process shall be issued or levied against all or any substantial part of the United States bankruptcy code or either involuntarily or voluntarily becomes the subject property of any other law relating to bankruptcyParty or the Purchased Companies and shall not be released, insolvency, reorganization, dissolution, liquidation, winding-up, vacated or composition fully bonded within 90 (ninety) days after its issue or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedlevy.

Termination Events. Notwithstanding anything in this addendum to Executive’s employment hereunder and the contrary, this addendum Agreement Term may be immediately terminated at iSolvedany time (i) by Xxxxxxx-Xxxxxxxx with Cause (as defined herein), (ii) by Xxxxxxx-Xxxxxxxx without Cause on 30 days written notice to Executive, (iii) by Xxxxxxx-Xxxxxxxx due to Executive’s option and Disability (as defined herein) on 30 days written notice to Executive, (iv) by Executive for Good Reason (as defined herein), (v) by Executive without prior noticeGood Reason on 30 days written notice to Xxxxxxx-Xxxxxxxx (which notice may be waived by Xxxxxxx-Xxxxxxxx in its discretion, and iSolved will have no further obligation in which case, such termination shall be effective immediately upon Xxxxxxx-Xxxxxxxx’ receipt of notice from Executive), or (vi) without action by Xxxxxxx-Xxxxxxxx, Executive or any other person or entity, immediately upon Executive’s death. If Executive’s employment is terminated for any reason under this Section 6, Xxxxxxx-Xxxxxxxx shall be obligated to to pay or provide Executive (or his estate, as applicable) in a lump sum within 30 days following such termination, or at such time prescribed by any Services to you, if any one of the following occurs (a “Termination Event”): applicable plan: (i) any debit base salary payable to your Account for funding is dishonored or otherwise returned Executive pursuant to iSolved or this Agreement, accrued up to and including the Originating Bank for any reasonDate of Termination, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make employee benefits and annual bonus compensation to which Executive is incorrect entitled, and has been determined to be due and payable by the Company’s Board of Directors (or a committee thereof), upon termination of his employment with Xxxxxxx-Xxxxxxxx in any material respect; accordance with the terms and conditions of the applicable plans of Xxxxxxx-Xxxxxxxx, (iii) you default under this addendum; reimbursement of any unreimbursed business expenses incurred by Executive prior to his Date of Termination pursuant to Section 5 hereof, and (iv) your funds arepayment for accrued but unused vacation time as of the Date of Termination, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, in accordance with Xxxxxxx-Xxxxxxxx’ vacation policy (v(i)-(iv) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitationcollectively, the return of a debit entry or insufficient or uncollected funds“Accrued Amounts”); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies that may be available to the contraryparties by law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated hereby may be abandoned at iSolved’s option any time prior to the Closing: (a) mutually, by the written consent of the Company and without a Majority in Interest of the Investors; (b) by either the Company or a Majority in Interest of the Investors by giving written notice to the other party or parties if the Closing shall not have occurred prior noticeto August 31, 2003, unless extended by written agreement of such parties; provided, however, that the party seeking termination pursuant to this subsection (b) is not in default or material breach hereunder and iSolved will provided, further, that the right to terminate this Agreement under this subsection (b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; (c) by either the Company or a Majority in Interest of the Investors by giving written notice to the other party or parties if any governmental entity shall have no further obligation issued an injunction or other ruling prohibiting the consummation of any of the transactions contemplated by this Agreement and such injunction or other ruling shall not be subject to to provide any Services to youappeal or shall have become final and unappealable; (d) by either the Company or a Majority in Interest of the Investors in the event that the Required Stockholder Approval is not obtained at the Stockholders’ Meeting; (e) by either the Company or a Majority in Interest of the Investors, if any one of the following occurs (a “Termination Event”): (i) the Company shall have entered into an agreement to consummate a Superior Proposal, (ii) the Board of Directors shall have recommended to the stockholders of the Company a Superior Proposal or (iii) the Board of Directors shall have withdrawn, modified or qualified in any debit manner adverse to your Account the Investors or made any public statement inconsistent with the Company Recommendation; provided, however, that, in order for funding the termination of this Agreement by the Company pursuant to this clause (e) to be deemed effective, the Company shall have complied with all provisions of Sections 8.7 and 8.8; (f) by a Majority in Interest of the Investors, if (i) the Company shall have materially breached any covenant or obligation in this Agreement and such breach is dishonored not cured within ten (10) business days of the date of the delivery to the Company by an Investor of a written notice of such breach or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect of the Company’s representations and warranties contained in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts Agreement shall have become inaccurate as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 5.1 would not be satisfied as of such date and such breach is not cured within thirty (30) days of the date of the delivery to the Company by an Investor of a written notice of such breach; or (g) by a Majority in Interest of the Investors, if there shall have occurred an event or insufficient events which, individually or uncollected funds); in the aggregate, constitute a Material Adverse Effect on the Company and such Material Adverse Effect on the Company continues for at least thirty (vii30) days after the Payee Authorization is terminated (unless replaced date of delivery to the Company by another Payee Authorization); or (viii) iSolved’s agreement with an Investor of a written notice of such Material Adverse Effect on the Originating Bank is terminatedCompany.

Termination Events. Notwithstanding anything By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated as follows: (a) by mutual written agreement of Buyer and Xxxxx X. Xxxxxx (each, a "Representative Party"); (b) by either Representative Party (provided that neither the terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant, or other agreement contained in this addendum Agreement) in the event of a material breach by the other Representative Party or a party Affiliated with the other Representative Party of any representation or warranty contained in this Agreement which cannot be or has not been cured within thirty (30) days after the giving of written notice to other Representative Party of such breach and which breach is reasonably likely, in the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one opinion of the following occurs terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated by this Agreement in accordance with the terms hereof; (c) by either Representative Party (provided that neither the terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event of a “Termination Event”): material breach by the other Representative Party or a party Affiliated with the other Representative Party of any covenant or agreement contained in this Agreement which cannot be or has not been cured within ten (10) days the giving of written notice to other Representative Party of such breach and which breach is reasonably likely, in the opinion of the terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated by this Agreement in accordance with the terms hereof; (d) by either Representative Party in the event (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment consent of any sum Governmental Body required for consummation of money owed to iSolved; the transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal or (ii) any representation you make is incorrect in any material respectthe consummation of such transactions shall have been permanently and restrained, enjoined or otherwise prohibited by force of law; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, or (e) you become a bankrupt party under by either Representative Party in the United States bankruptcy code event that the Closing shall not have been consummated by March 15, 2007, if the failure to consummate the transactions contemplated hereby on or either involuntarily before such date is not caused by any breach of this Agreement by the Representative Party electing to terminate pursuant to this Section 9.1(e) or voluntarily becomes the subject an Affiliate of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedsuch Representative Party.

Termination Events. This Agreement shall terminate, and any action or consent taken or given by any party hereto in furtherance of or reliance upon this Agreement (including any vote in favor of the Joint Plan of Reorganization and any execution or deemed execution of the Stockholders’ Agreement) shall be null and void upon: (a) The occurrence of a Material Adverse Change and written notice from the Consenting Lock-up Noteholders of their respective termination of this Agreement based upon the occurrence of a Material Adverse Change; (b) Unless approved in advance or subsequently ratified by the Consenting Lock-up Noteholders, the Joint Plan of Reorganization or any other Restructuring Document contains terms that are materially inconsistent with, or less favorable to the Noteholders than, the terms and conditions set forth in the Restructuring Term Sheet or the other Restructuring Documents; (c) Any representation or warranty made by the Company in this Agreement or the Restructuring Documents shall have been untrue in any material respect when made or shall have come untrue in any material respect, or any breach of any covenant or material provision hereof by the Company shall have occurred; (d) The Company’s failure to pay the reasonable pre-petition or post-petition fees and expenses, when due, of the financial advisor and the counsel to the Informal Noteholders’ Committee; provided, however, the payment of any such post-petition fees and expenses will be subject to Bankruptcy Court approval, and only to the extent so approved; (e) The Company’s failure to file prior to 9:00 a.m. on November 16, 2004 its Form 10-Q with the Securities & Exchange Commission which contains either the Restructuring Term Sheet as an exhibit, or a summary of the terms of the Restructuring Term Sheet. (f) The day preceding the filing of any bankruptcy or insolvency proceeding involving the Company other than the Bankruptcy Proceedings contemplated by this Agreement; or (g) Notwithstanding anything in this addendum Section 6 to the contrary, this addendum may be immediately terminated at iSolved’s option and Agreement shall automatically terminate on April 30, 2005 without prior notice, and iSolved will have no the requirement of any further obligation to to provide action by any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or parties hereto unless extended in writing by the Originating Bank for any reason, or you default in Company and the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, windingConsenting Lock-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedup Noteholders.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of Horizon and Nitec; (b) by Horizon if the Closing has not taken place on or before 5:00 p.m. (US Pacific time) on April 30, 2010 (other than as a result of any failure on the part of Holdco or Horizon to comply with or perform any covenant or obligation of Holdco or Horizon set forth in this addendum Agreement, the other Transactional Agreements or in any other agreement or instrument delivered to Nitec in connection with the Contemplated Transactions); (c) by Nitec if the Closing has not taken place on or before 5:00 p.m. (US Pacific time) on April 30, 2010 (other than as a result of any failure on the part of Nitec or the Nitec Shareholders to comply with or perform any covenant or obligation set forth in this Agreement or in any other agreement or instrument delivered to Horizon in connection with the Contemplated Transactions); (d) by either Horizon or Nitec if: (i) a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Contemplated Transactions; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide Contemplated Transactions by any Services to you, if any one Governmental Body that would make consummation of the following occurs such transactions illegal; (a “Termination Event”): e) by Horizon if: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved of the representations and warranties of Nitec or the Originating Bank for any reasonNitec Shareholders contained in this Agreement shall be inaccurate as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement, in each case such that any of the payment of any sum of money owed to iSolvedconditions set forth in Section 9.1 would not be satisfied; or (ii) any representation you make is incorrect of the covenants of Nitec or the Nitec Shareholders contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied; provided, however, that if an inaccuracy in any material respect; of the representations and warranties of Nitec and the Nitec Shareholders as of a date subsequent to the date of this Agreement or a breach of a covenant by Nitec or the Nitec Shareholders is curable by Nitec or a Nitec Shareholder through the use of reasonable efforts within 30 days after Horizon notifies Nitec in writing of the existence of such inaccuracy or breach (iii) you default the “Nitec Cure Period”), then Horizon may not terminate this Agreement under this addendumSection 11.1(e) as a result of such inaccuracy or breach prior to the expiration of the Nitec Cure Period, provided Nitec and the Nitec Shareholders, during the Nitec Cure Period, continue to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Horizon may not terminate this Agreement pursuant to this Section 11.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Nitec Cure Period); or (ivf) your funds areby Nitec if: (i) any of Holdco’s, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you Horizon’s or any Horizon Stockholder’s representations and warranties contained in this Agreement shall be inaccurate as of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit date of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upthis Agreement, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return shall have become inaccurate as of a debit entry or insufficient or uncollected funds); (vii) date subsequent to the Payee Authorization is terminated (unless replaced by another Payee Authorization)date of this Agreement, in each case such that the condition set forth in Section 10.1 would not be satisfied; or (viiiii) iSolvedany of Holdco’s, Horizon’s agreement or any Horizon Stockholder’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 10.2 would not be satisfied; provided, however, that if an inaccuracy in any of the representations and warranties of Holdco, Horizon and the Horizon Stockholders as of a date subsequent to the date of this Agreement or a breach of a covenant by Holdco, Horizon or the Horizon Stockholders is curable by Holdco, Horizon or such Horizon Stockholder through the use of reasonable efforts within 30 days after Nitec notifies Holdco or Horizon in writing of the existence of such inaccuracy or breach (the “Horizon Cure Period”), then Nitec may not terminate this Agreement under this Section 11.1(f) as a result of such inaccuracy or breach prior to the expiration of the Horizon Cure Period, provided Holdco, Horizon and the Horizon Stockholders, during the Horizon Cure Period, continue to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Nitec may not terminate this Agreement pursuant to this Section 11.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the Originating Bank is terminatedexpiration of the Horizon Cure Period).

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of Xxxxxxxxx and the Seller; (b) by Purchaser, at any time after the End Time, if (i) the Closing has not taken place on or before the End Time and (ii) any condition set forth in Article 7 has not been satisfied or waived as of the time of termination (in each case, other than as a result of any failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this addendum Agreement or in any other Transaction Document or instrument delivered to the contrarySeller in connection with the Contemplated Transactions, this addendum may be immediately terminated in all material respects); (c) by the Seller, at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to youtime after the End Time, if (i) the Closing has not taken place on or before the End Time and (ii) any one condition set forth in Article 8 has not been satisfied or waived as of the following occurs time of termination (in each case, other than as a “Termination Event”): result of any failure on the part of the Seller to comply with or perform any covenant or obligation set forth in this Agreement or in any other Transaction Document or instrument delivered to the Seller in connection with the Contemplated Transactions, in all material respects); (d) by Purchaser or the Seller if: (i) a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable Order or shall have taken any other action, having the effect of permanently restraining, enjoining, or otherwise prohibiting the Acquisition; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued, or deemed applicable to the Acquisition by any Governmental Entity that would make consummation of the Acquisition illegal; (e) by Purchaser if (i) any debit to your Account for funding is dishonored representation or otherwise returned to iSolved or warranty made by the Originating Bank for any reasonSeller in this Agreement shall be inaccurate as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement, such that any condition set forth in Section 7.1 would not be satisfied; or (ii) any covenant of the payment Seller contained in this Agreement shall have been breached such that any condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in any representation or warranty made by the Seller in this Agreement as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller through the use of ACTIVE/123404471.12 commercially reasonable efforts within [***] days after Purchaser notifies the Seller in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then Purchaser may not terminate this Agreement under this Section 9.1(e) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period; provided, further, that the Seller continues to exercise commercially reasonable efforts during the Seller Cure Period to cure such inaccuracy or breach (it being understood that Purchaser may not terminate this Agreement pursuant to this Section 9.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Seller Cure Period); or (f) by the Seller if: (i) any sum representation or warranty made by Purchaser in this Agreement shall be inaccurate as of money owed the date of this Agreement, or shall have become inaccurate as of a date subsequent to iSolvedthe date of this Agreement, such that any condition set forth in Section 8.1 would not be satisfied; (ii) any representation you make is incorrect covenant of Purchaser contained in this Agreement shall have been breached such that any condition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in any material respect; representation or warranty made by Purchaser in this Agreement as of a date subsequent to the date of this Agreement or a breach of a covenant by Purchaser is curable by Purchaser through the use of commercially reasonable efforts within [***] days after the Seller notifies Purchaser in writing of the existence of such inaccuracy or breach (iii) you default the “Purchaser Cure Period”), then the Seller may not terminate this Agreement under this addendumSection 9.1(f) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period; provided, further, that Purchaser continues to exercise commercially reasonable efforts during the Purchaser Cure Period to cure such inaccuracy or breach (ivit being understood that the Seller may not terminate this Agreement pursuant to this Section 9.1(f) your funds are, at any time, insufficient with respect to cover such inaccuracy or breach if such inaccuracy or breach is cured prior to the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any expiration of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected fundsPurchaser Cure Period); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated (prior to the contraryexpiration of its term pursuant to Section 4) at any time by one party, this addendum may be immediately terminated at iSolved’s option and without prior noticeupon written notice to the other party, and iSolved will have no further obligation to to provide upon the occurrence of any Services to you, if any one of the following occurs (a “Termination Event”): events: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or either party may terminate the Originating Bank for any reasonAgreement if Dr. Crystal dies, becomes disabled such that he cannot continue his employment at the Medical College, terminates his employment at the Medical College, or you default in his employment at the payment of any sum of money owed to iSolved; Medical College is otherwise terminated; (ii) any representation you make either party may terminate the Agreement if, in the reasonable judgment of the terminating party, termination is incorrect necessitated by reason of a change in any material respectLaws; provided, however, that the Sponsor shall not use as a ground of termination such a change which could be cured by a revision of Dr. Crystal's relationship with the Sponsor; (iii) you default under this addenduma party may terminate the Agreement if it has a reasonable basis to believe that the other party has engaged in unlawful, unethical, or seriously inappropriate conduct such that continued performance of the Agreement would affront legitimate interests of the terminating party; or (iv) your funds area party may terminate the Agreement if the other party has committed a material breach of the terms of this Agreement or the License Agreement and has failed to remedy such breach within [*] in relation to a payment-related breach, at and [*] in relation to other breaches, following written notice thereof. For purposes of this Section 8, a failure by the Sponsor to make any time, insufficient payment required pursuant to cover the net payroll and/or related taxes for your Payees, Section 5 shall be deemed a material breach. (v) In the event that a party intends to terminate the Agreement under Section 8.1(ii), (iii) or (iv), the party shall give written notice to that effect to the other party, which notice shall effect forthwith suspension of future performance of the Agreement. The party so notified may initiate arbitration under Section 19.5, by filing a request for arbitration with the American Arbitration Association, not later than [*] thereafter, and termination shall occur if (a) you cease operationsarbitration is not so initiated, or (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; arbitrator finds that termination was reasonable. (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you Sponsor may provide notice of termination any time for any reason whatsoever (including without limitationafter [*] and in any such case, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedsuch termination will be effective [*] thereafter.

Termination Events. Notwithstanding anything This Support Agreement shall terminate and, except as set forth in this addendum to Section 3.2, all obligations of the contrary, this addendum may Parties shall immediately terminate and be immediately terminated at iSolved’s option and without prior notice, and iSolved will have of no further obligation to to provide force and effect following the occurrence of any Services to you, if any one of the following occurs events and, if applicable, the provision of any notice required hereunder (each such termination event, a “Termination Event” and the date of termination of this Support Agreement pursuant to the terms hereof, the “Termination Date”): ): (a) automatically without notice upon the Effective Date; (b) upon the termination of this Support Agreement by the mutual written consent of each of the Company Parties, the Required Consenting Lenders, the TL Agent and the Required Consenting Members; provided, that such notice of termination is provided within one (1) business day to each of the other Parties in accordance with Section 8.16; (c) by the Company Parties or the Required Consenting Lenders (or, solely to the extent such material breach adversely affects the Existing Partnership Interests, the Required Consenting Members) (such terminating Parties, the “Terminating Parties”) upon the occurrence of any material breach of this Support Agreement by any of the other Parties (such breaching party, the “Breaching Party”) of any of the undertakings, representations, warranties or covenants set forth in this Support Agreement, if such breach remains uncured before the earlier of (i) any debit seven (7) business days after the Terminating Parties have given written notice of such breach to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reasonBreaching Parties, or you default in the payment of any sum of money owed to iSolved; Company Parties, the Required Consenting Lenders, and the Consenting Members and (ii) any representation you make is incorrect in one (1) calendar day prior to the Effective Date; provided, that the Required Consenting Lenders shall not be permitted to terminate this Support Agreement upon the occurrence of any material respect; breach of this Support Agreement by any Consenting Lender or the TL Agent; (d) upon the election by the Company Parties to terminate this Support Agreement in accordance with Section 8.12; (e) immediately upon written notice by the Required Consenting Lenders or, solely with respect to Section 3.1(e)(ii)(F), by the Company Parties, upon the occurrence of any of the following, unless such Termination Event is waived or the applicable deadline is extended by the Required Consenting Lenders and, solely with respect to Section 3.1(e)(ii)(F), the Company Parties, in writing (which may be in the form of an email acknowledgment from an authorized representative thereof): (i) at 11:59 p.m. prevailing Eastern Time on the date that is 15 business days following the RSA Effective Date, unless the Company Parties have commenced the Chapter 11 Solicitation (such actual date that the solicitation commences, the “Plan Solicitation Commencement Date”); (ii) at 11:59 p.m. prevailing Eastern Time on the date that is 28 business days after the Plan Solicitation Commencement Date (such actual date that the solicitation ends, the “Plan Solicitation End Date”) unless the Company Parties have received Plan Approval; (A) at 11:59 p.m. prevailing Eastern Time on the date that is 3 business days after the Plan Solicitation End Date (the “Outside Petition Date”) unless the Company Parties shall have commenced the Chapter 11 Cases (the date that the Chapter 11 Cases are commenced is referred to herein as the “Petition Date”); (B) at 11:59 p.m. prevailing Eastern Time on the first business day that is 1 calendar days after the Petition Date unless, the Company Parties have filed (i) the Plan and (ii) the Scheduling Motion; (C) at 11:59 p.m. prevailing Eastern Time on the first business day that is 5 calendar days after the Petition Date, unless the Bankruptcy Court shall have entered the Interim Cash Collateral Order; (D) at 11:59 p.m. prevailing Eastern Time on the first business day that is 30 calendar days after the Petition Date, unless the Bankruptcy Court shall have entered the Final Cash Collateral Order; (E) at 11:59 p.m. prevailing Eastern Time on the first business day that is 50 calendar days after the Petition Date, unless the Bankruptcy Court shall have entered the Confirmation Order (which order shall also approve the Disclosure Statement and any supplement to the Plan); (F) at 11:59 p.m. prevailing Eastern Time on the first business day that is 21 calendar days following entry by the Bankruptcy Court of the Confirmation Order (such date, the “Outside Consummation Date”) if there has not occurred substantial consummation (as defined in section 1101 of the Bankruptcy Code) of the Plan on or before such date, provided, that, if, prior to the Outside Consummation Date, all conditions precedent to effectiveness of the Plan (as provided therein) have been satisfied or waived, as applicable, or, for conditions that by their nature are to be satisfied on the Effective Date, shall then be capable of being satisfied, except the Third Party Approvals have not been obtained, the Outside Consummation Date shall be automatically extended to 11:59 p.m. prevailing Eastern Time on the first business day that is 30 calendar days following such initial Outside Consummation Date, or to such other time as agreed between the Parties, provided, further, that the Required Consenting Lenders shall not have the right to terminate pursuant to this paragraph if any action of any of the Consenting Lenders or any failure to perform any obligation, representation or warranty hereunder of any of the Consenting Lenders required to be performed or be true, as applicable, at or prior to the Outside Consummation Date is the primary cause of the failure of the Effective Date to occur on or before the Outside Consummation Date (such dates set forth in clauses (i) through (ii) shall constitute the “Restructuring Timeline”); (iii) you default except as provided for in this Support Agreement, upon the entry of an order by the Bankruptcy Court (A) dismissing any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to a case under this addendum; chapter 7 of the Bankruptcy Code, (C) appointing a trustee or an examiner with expanded powers pursuant to section 1104 of the Bankruptcy Code in any of the Chapter 11 Cases, or (D) terminating or shortening exclusivity under section 1121 of the Bankruptcy Code; (iv) your funds arethe Company Parties take any of the following actions: (A) withdrawing the Plan; (B) publicly announcing their intention not to support, at or otherwise withdrawing support for, the Plan; or (C) filing any timeplan of reorganization and/or disclosure statement that is not, insufficient to cover within the net payroll and/or related taxes for your Payeesreasonable judgment of the Required Consenting Lenders, consistent with the Restructuring Term Sheet in all material respects; (v) if the Company Parties’ consensual use of cash collateral is terminated and remains terminated for five (a5) you cease operations, business days; (bvi) a receiver, custodian, trustee upon the commencement of an involuntary case against any Company Party or liquidator becomes responsible in any manner for you or any the filing of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to an involuntary petition seeking bankruptcy, insolvency, reorganizationwinding up, dissolution, liquidation, winding-upadministration, moratorium, reorganization or other relief in respect of the Company Parties or their debts, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry substantial part of its assets, under any federal, state or insufficient foreign bankruptcy, insolvency, administrative, receivership or uncollected funds); similar law now or hereafter in effect, provided, that such involuntary proceeding is not dismissed within a period of thirty (30) days after the filing thereof, or if any court order grants the relief sought in such involuntary proceeding; (vii) upon the Payee Authorization is terminated Company Parties (unless replaced by another Payee Authorization); A) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, (B) consenting to the institution of, or failing to contest in a timely and appropriate manner, any involuntary proceeding or petition described above, (C) filing an answer admitting the material allegations of a petition filed against it in any such proceeding, (D) applying for or consenting to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for any Company Party for a substantial part of its assets, (E) making a general assignment or arrangement for the benefit of creditors or (F) taking any corporate action for the purpose of authorizing any of the foregoing, in each case except as provided for in this Support Agreement; (viii) iSolved’s agreement upon the amendment, modification of, or the filing of a pleading by any of the Company Parties, without prior written consent from the Required Consenting Lenders, that seeks to amend or modify the Plan, the Disclosure Statement or any of the other Plan Documents, in a manner that is materially inconsistent with this Support Agreement; (ix) the Bankruptcy Court grants relief that is inconsistent with this Support Agreement, the Plan or any of the other Plan Documents in any material respect (in each case with such amendments and modifications as have been effected in accordance with the Originating Bank terms hereof), unless otherwise agreed in writing by the Required Consenting Lenders and the Company Parties; or (x) except as provided for in this Support Agreement, any of the Company Parties files, proposes or otherwise supports any plan of liquidation, asset sale of all or substantially all of the Company Parties’ assets or plan of reorganization other than the Plan; (f) by the Company Parties or the Required Consenting Lenders unless the New RCF Commitment Letter has been duly executed by the relevant parties thereto and delivered to the Parties on or prior to the Petition Date, unless such Termination Event is terminatedwaived by the Company Parties and the Required Consenting Lenders in writing; (g) upon the termination of the New RCF Commitment Letter; or (h) by the Company Parties or the Required Consenting Lenders immediately following the occurrence of any court of competent jurisdiction or other competent governmental or regulatory authority issuing a ruling or an order making illegal or otherwise restricting, preventing or prohibiting the consummation of the transactions contemplated by this Support Agreement in a way that cannot be reasonably remedied by the Company Parties; provided, that no Party may terminate this Support Agreement if such Party failed to perform or comply in all material respects with the terms and conditions of this Support Agreement, and such failure to perform or comply caused, or resulted in, the occurrence of one or more acts that would otherwise permit termination by such Party as are specified herein.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one Each of the following occurs (events shall be a “"Termination Event”): " hereunder: (i) Servicer (if API) shall fail to perform or observe any debit term, covenant or agreement hereunder in its capacity as Servicer (other than as referred to your Account in clause (ii) next following) and such failure shall remain unremedied for funding is dishonored three Business Days or otherwise returned (ii) either Servicer (if API) or Seller shall fail to iSolved make any payment or deposit to be made by it hereunder when due; or (b) Any representation or warranty made or deemed to be made by Seller, any Originator or Servicer (or any of their respective officers) under or in connection with this Agreement, any other Agreement Document or any Periodic Report or other information or report delivered pursuant hereto shall prove to have been false or incorrect in any material respect when made; or (c) Seller, API or any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Agreement Document on its part to be performed or observed and any such failure shall remain unremedied for ten Business Days after written notice thereof shall have been given by the Agent to Seller or API; or (d) A default shall have occurred and be continuing under or any instrument, contract, indenture or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $2,000,000 of, or guaranteed by, API or any Affiliate of any thereof, which default if unremedied, uncured, or unwaived (with or without the passage of time or the Originating Bank giving of notice) would permit acceleration of the maturity of such indebtedness and such default shall have continued unremedied, uncured or unwaived for a period long enough to permit such acceleration and any notice of default required to permit acceleration shall have been given; or (e) The average of the Delinquency Ratios for any reasonthree successive Month End Dates exceeds 15%; or (f) An Event of Bankruptcy shall have occurred and remained continuing with respect to Seller, API, any Originator or you default in the payment any Affiliate of any sum thereof; or (i) Any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings not disclosed in writing by Seller or API to the Agent and Purchasers prior to the date of money owed to iSolved; execution and delivery of this Agreement is pending against Seller, API or any Originator or (ii) any representation you make is incorrect material development not so disclosed has occurred in any material respect; litigation (iiiincluding, without limitation, derivative actions), arbitration proceedings or governmental proceedings so disclosed, which, in the case of clause (i) you default or (ii), in the reasonable opinion of the Agent is likely to materially adversely affect the financial position or business of Seller, API or any Originator or impair the ability of Seller, API or any Originator to perform its obligations under this addendumAgreement or any other Agreement Document; or (ivh) your funds areThe Aggregate Participation Amounts shall exceed the Participation Amounts Limit, or that portion of the Aggregate Purchasers' Investments that is funded in Approved Currencies other than U.S. Dollars exceeds the Foreign Currency Limit, or the aggregate Unpaid Balance of Receivables denominated in any Approved Currency is less than the sum of the Purchasers' Investments of each Undivided Interest funded in such Approved Currency; or (i) The average of the Default Ratios for any three successive Month End Dates exceeds 7.25%; or (j) There shall have occurred any event which materially (i) (y) shall not be true at any time, insufficient ; or (k) The Internal Revenue Service shall file notice of a lien pursuant to cover Section 6323 of the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in Internal Revenue Code with regard to any manner for you of the assets of Seller or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upOriginator and such lien shall not have been released and such lien shall not have been released within 8 Business Days, or composition the Pension Benefit Guaranty Corporation shall, or adjustment shall indicate its intention to, file notice of debtsa lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of Seller or any Originator and such lien shall not have been released within 8 Business Days; or (vil) One Person, or a group of Persons acting in concert that are unacceptable to the Originating Bank notifies iSolved that it is no longer willing Agent or the Majority Purchasers obtain, in one or more transactions, control of more than 50% of the issued and outstanding shares of capital stock of API having the power to originate debits and credits for you elect a majority of directors of API; or Seller or any Originator other than API ceases to be a wholly-owned Subsidiary of API; or (m) The average of the Dilution Ratios for any reason whatsoever three successive Month End Dates exceeds 8%; (including without limitation, n) The average of the return of a debit entry or insufficient or uncollected funds)Net Charge-Off Ratios for any three successive Month End Dates exceeds 2%; or (viio) the Payee Authorization The Seller's Tangible Net Worth is terminated less than $18,300,000; or (unless replaced by another Payee Authorization); or (viiip) iSolved’s agreement with the Originating Bank is terminatedA Purchase and Sale Termination Event occurs.

Termination Events. Notwithstanding anything in You shall have the right to terminate ------------------ this addendum Agreement at any time prior to the contraryClosing Date or any Additional Closing Date, this addendum as the case may be immediately terminated at iSolved’s option and without prior noticebe, and iSolved will have no further obligation by giving notice to to provide any Services to you, the Company if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored domestic or otherwise returned to iSolved international event, act or the Originating Bank for any reasonoccurrence has materially disrupted, or you default in your opinion will in the payment of any sum of money owed to iSolvedimmediate future materially disrupt, the securities markets; or (ii) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or any representation you make is incorrect regional stock exchange or in any material respectthe over-the-counter market; or (iii) you default under this addendumif there shall have been an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, if a banking moratorium has been declared by a state or federal authority; or (v) (a) you cease operations, (b) if a receiver, custodian, trustee moratorium in foreign exchange trading by major international banks or liquidator becomes responsible in any manner for you persons has been declared; or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) if there shall have been a material interruption in the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, mail service or another means of communications within the return of a debit entry United States; or insufficient or uncollected funds); (vii) if the Payee Authorization is terminated (unless replaced Company shall have sustained a material or substantial loss by another Payee Authorization)fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion make it inadvisable to proceed with the offering, sale or delivery of the Shares; or (viii) iSolved’s agreement if any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (ix) if there shall be passed by the Congress of the United States or by any state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive orders, rules or regulations, which you believe are likely to have a material adverse effect on the business, financial condition or financial statements of the Company or the market for any of the Company's securities; or (x) if there shall have been such change in the market for Company's securities or securities in general or in political, financial or economic conditions as in your judgment makes it inadvisable to proceed with the Originating Bank offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus; or (xi) the Company or any Selling Stockholder shall have failed, refused or been unable to perform in any material respect any agreement or covenant on its, his or her part to be performed hereunder, failed to satisfy any condition required to be performed or satisfied by it, he or she, or breached in any material respect any representation or warranty contained herein; (xii) any of the conditions precedent to your obligations as set forth in Section 8 hereof are not satisfied; or (xiii) if in your judgment any Material Adverse Effect shall have occurred since the respective dates as of which information is terminatedgiven in the Registration Statement or the Prospectus.

Termination Events. Notwithstanding anything in this addendum to Upon the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide occurrence of any Services to you, if any one of the following occurs events (each, a “"Termination Event”): ") and whether any such Termination Event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, the non-defaulting party (as the case may be, the "Aggrieved Party") may elect to terminate this Agreement in accordance with Section 24 hereof: (a) a party (the "Defaulting Party") fails to comply with the applicable Standard of Conduct and such failure continues unremedied for a period of twenty (20) days (or such longer period as determined by the Aggrieved Party) after the date on which written notice of such failure describing the nature of such failure and requesting the same to be remedied shall have been given to the Defaulting Party by the Aggrieved Party; or (b) the Defaulting Party fails to meet the Targeted Service Levels for two (2) consecutive fiscal quarters; or (c) the Defaulting Party fails to observe or to perform in any material respect any of its other covenants or agreements set forth herein, which failure shall (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reasonmaterially and adversely, or you default in the payment reasonable judgment of the Aggrieved Party, affect the rights of the Aggrieved Party hereunder or under any sum of money owed to iSolved; Lease and (ii) any representation you make is incorrect in any material respectcontinue unremedied for a period of thirty (30) days (or such longer period as determined by the Aggrieved Party) after the date on which written notice of such failure requesting the same to be remedied shall have been given to the Defaulting Party by the Aggrieved Party; or (iiid) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable Defaulting Party fails generally to pay your its debts as they become due; or its dissolution, (d) you make termination of existence, or discontinuance of business; or the insolvency, business failure or appointment of a receiver of any part of such party's property, or an assignment by such party for the benefit of creditors, or the commencement by or against it of any proceedings under any bankruptcy, reorganization or arrangement laws and, in the case of any involuntary proceedings, the continuance of such proceedings unstayed and in effect for sixty (60) days, or the assumption of custody or control by any court of competent jurisdiction over any substantial portion of the Defaulting Party's property, and the same remaining in force unstayed or unterminated for sixty (60) days; or (e) you become the Defaulting Party (i) enters into any transaction of merger or consolidation or any commitment with respect thereto, unless it is the surviving corporation, after giving effect to such merger or consolidation, its tangible net worth is equal to or greater than that which existed immediately prior to the merger or consolidation and the ratio of its debt to tangible net worth is not greater than that which existed immediately prior to the merger or consolidation and the person with whom it merges or consolidates is not a bankrupt party under competitor of the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcyparty; (ii) sells, insolvency, reorganization, dissolution, liquidation, winding-uptransfers, or composition otherwise disposes of all or adjustment substantially all of debtsits assets; (viiii) permits any substantial change in the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return ownership or control of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization)its capital stock; or (viiiiv) iSolved’s agreement with changes the Originating Bank is terminatedform of organization of its business.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide If any Services to you, if any one of the following occurs events (each a “Termination Event”): ) shall have occurred: (i) Seller shall fail to pay any debit amount due pursuant to your Account Section 9.1 hereof in accordance with the provisions thereof or to pay any other amount required to be paid by Seller and such failure shall continue unremedied for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment a period of any sum of money owed to iSolvedfive (5) Business Days; or (ii) Seller shall fail to observe or perform any representation you make is covenant or agreement applicable to it contained herein (other than as specified in paragraph (i) of this Section 11.1); provided that, no such failure shall constitute a Termination Event under this paragraph (ii) unless such failure shall continue unremedied for a period of 30 consecutive days; or (iii) any representation, warranty, certification or statement made or deemed made by Seller in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect; respect when made or deemed made, provided that a Termination Event shall not be deemed to have occurred under this paragraph (iii) you default based upon a breach of any representation or warranty set forth in Section 5.1919 hereof if Seller shall have complied with the provisions of Section 9.1 hereof in respect thereof; or (A) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of Seller in an involuntary case under this addendumfederal or state bankruptcy, insolvency or similar law , which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (vB) (aI) you cease operationsany involuntary case is commenced against Seller under any federal or state bankruptcy, (b) insolvency or similar law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, custodianliquidator, sequestrator, trustee, custodian or other officer having similar powers over Seller, or over all or a substantial part of the property of Seller, shall have been entered, an interim receiver, trustee or liquidator becomes responsible other custodian of Seller for all or a substantial part of the property of Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of Seller, and (II) any event referred to in clause (B)(I) above continues for 60 days unless dismissed, bonded or disclosed; (C) Seller shall at its request have a decree or an order for relief entered with respect to it or commence a voluntary case under any manner federal or state bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of a decree or an order for you relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Insolvency Law, consent to the appointment of your assetsor taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (cD) you are unable to pay your debts as they become due, (d) you make the making by Seller of any general assignment for the benefit of creditors, ; (eE) you the inability or failure of Seller generally to pay its debts as such debts become a bankrupt party under due; or (F) the United States bankruptcy code or either involuntarily or voluntarily becomes board of directors of Seller authorizes action to approve any of the subject foregoing; or (v) there shall have occurred an Event of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment Default set forth in Section 4.01 of debtsthe Indenture; or (vi) a notice of Encumbrance shall have been filed by the Originating Bank notifies iSolved that it is no longer willing Pension Benefit Guaranty Corporation against Seller under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to originate debits and credits for you for any reason whatsoever (including without limitation, make a required installment or other payment to a plan to which Section 412(n) of the return Code or Section 302(f) of a debit entry or insufficient or uncollected funds)ERISA applies unless there shall have been delivered to the Indenture Trustee proof of release of such Encumbrance; or (vii) any Encumbrance in an amount equal to or greater than $500,000 has been asserted against or imposed on, any real or personal property of Seller pursuant to the Payee Authorization is terminated Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of Seller; or (viii) a Federal tax notice of Encumbrance, in an amount equal to or greater than $500,000, shall have been filed against Seller unless replaced by another Payee Authorizationthere shall have been delivered to the Indenture Trustee proof of release of such Encumbrance then, in the case of any Termination Event described in paragraph (iv); , (v), (vi), (vii) or (viii) iSolvedabove the obligation of Buyer to purchase Mortgage Loans from Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by Seller, and (B) in the case of any other Termination Event, so long as such Termination Event shall be continuing, Buyer or the Indenture Trustee may terminate Buyer’s agreement with obligation to purchase Mortgage Loans from Seller by written notice to Seller (any termination pursuant to this Section 11.1 is herein called an “Early Termination”); provided that in the Originating Bank event of any involuntary petition or proceeding as described in paragraph (iv) above, Buyer shall not purchase Mortgage Loans from Seller unless such involuntary petition or proceeding is terminateddismissed, bonded or discharged within 60 days of the filing of such petition or the commencement of such proceeding.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by either the Buyer or Seller if the Asset Sale shall not have been consummated by December 31, 2005 (the "TERMINATION DATE"); provided, however, (i) Buyer may, in its sole discretion, extend the Termination Date for up to an additional 45 days after the SEC clears the Proxy Statement for mailing; and (ii) that a party shall not be permitted to terminate this Agreement pursuant to this Section 10.1 if the failure to consummate the Asset Sale by the Termination Date is attributable to a failure on the part of such party to perform any covenant in this addendum Agreement required to be performed by such party at or prior to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior noticeClosing Date, and iSolved will Seller shall not be permitted to terminate this Agreement pursuant hereto unless Seller shall have no further obligation made any payment required to be made to provide Buyer pursuant to Section 10.4; (b) by Buyer or Seller if a court of competent jurisdiction or other governmental body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any Services to youother action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Asset Sale; (c) by either Buyer or Seller if the Asset Sale shall not have been approved at the Stockholders' Meeting (or at any one adjournment or postponement thereof) by the Required Stockholder Approval or by Seller if the Board by a majority vote determines that the consummation of the following occurs Asset Sale would constitute a breach of the Board's fiduciary duty to Seller's stockholders; provided, however, that (i) a “Termination Event”): party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(c) if the failure to have the Agreement and Asset Sale approved by the Required Stockholder Approval is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Closing Date, and (ii) Seller shall not be permitted to terminate this Agreement pursuant to this Section 10.1(c) unless Seller shall have made any payment required to be made to the Buyer pursuant to Section 10.4; (d) by Buyer if (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or of Seller's representations and warranties contained in this Agreement shall be inaccurate as of the Originating Bank for any reasondate of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in the payment of any sum of money owed to iSolved; Section 6.1 would not be satisfied, or (ii) any representation you make is incorrect of Seller's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that (A) if an inaccuracy in any material respect; (iii) you default of Seller's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Seller is curable by Seller and is cured by Seller within thirty days of the date of such breach, then Buyer may not terminate this Agreement under this addendum; Section 10.1(d) on account of such inaccuracy or breach, and (ivB) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible if an inaccuracy in any manner for you of the representations and warranties of Seller as of a date subsequent to the date of this Agreement or any a breach of your assetsa covenant by Seller does not result in a Material Adverse Effect on the Business, (cthen Buyer may not terminate this Agreement under this Section 10.1(d) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit on account of creditors, such inaccuracy or breach; or (e) you become a bankrupt party under by Seller if (i) any of the United States bankruptcy code or either involuntarily or voluntarily becomes representations and warranties of Buyer contained in this Agreement shall be inaccurate as of the subject date of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upthis Agreement, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return shall have become inaccurate as of a debit entry or insufficient or uncollected fundsdate subsequent to the date of this Agreement (as if made on such subsequent date); (vii) , such that the Payee Authorization is terminated (unless replaced by another Payee Authorization); condition set forth in Section 7.1 would not be satisfied, or (viiiii) iSolved’s agreement with if any of the Originating Bank covenants of Buyer contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that (A) if an inaccuracy in any of the representations and warranties of Buyer as of a date subsequent to the date of this Agreement or a breach of a covenant by Buyer is terminatedcurable by Buyer and is cured by Buyer within thirty days of the date of such breach, then Seller may not terminate this Agreement under this Section 10.1(e) on account of such inaccuracy or breach, and (B) if an inaccuracy in any of the representations and warranties of Buyer as of a date subsequent to the date of this Agreement or a breach of a covenant by Buyer does not result in a Material Adverse Effect on Seller, then Seller may not terminate this Agreement under this Section 10.1(e) on account of such inaccuracy or breach.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if The occurrence of any one or more of the following occurs (events shall constitute a “Termination Event”): : (a) Originator shall fail (i) to make any debit to your Account for funding is dishonored payment or otherwise returned to iSolved or the Originating Bank for any reasondeposit required hereunder when due, or you default in the payment of any sum of money owed to iSolved; (ii) to perform or observe any representation you make is term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall continue for seven (7) consecutive Business Days; (b) Any representation, warranty, certification or statement made by any Originator in this Agreement or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect; respect when made or deemed made; (iiic) you default under this addendum; (iv) your funds areAn Originator shall become insolvent or shall generally not pay its debts as they mature or shall apply for, at any timeshall consent to, insufficient to cover or shall acquiesce in the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) appointment of a receiver, custodian, trustee or liquidator becomes responsible receiver of an Originator or for a substantial part of the property thereof or, in any manner the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for you an Originator or any for a substantial part of your assets, (c) you are unable to pay your debts as they become due, the property thereof and shall not be discharged within 30 days; (d) you make Any bankruptcy, reorganization, debt arrangement or other proceedings under any assignment bankruptcy or insolvency law shall be instituted by or against an Originator, and, if instituted against an Originator, shall have been consented to or acquiesced in by such Originator, or shall remain undismissed for the benefit of creditors30 days, or an order for relief shall have been entered against an Originator, or an Originator shall take any corporate action to approve institution of, or acquiescence in, such a proceeding; (e) you Any dissolution or liquidation proceeding shall be instituted by or against an Originator and, if instituted against an Originator, shall be consented to or acquiesced in by such Originator or shall remain for 30 days undismissed, or an Originator shall take any corporate action to approve institution of, or acquiescence in, such a proceeding; (f) A judgment or judgments for the payment of money in excess of the sum of $2,000,000 in the aggregate shall be rendered against an Originator and such Originator shall not discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereof, prior to any execution on such judgments by such judgment creditor, within 30 days from the date of entry thereof, and within said period of 30 days, or such longer period during which execution of such judgment shall be stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; (g) The maturity of any indebtedness of an Originator in an aggregate amount of $2,000,000 or more shall be accelerated, or an Originator shall fail to pay any such indebtedness in such amount when due or, in the case of such indebtedness payable on demand, when demanded, or any event shall occur or condition shall exist and shall continue for more than the period of grace, if any, applicable thereto and shall have the effect of causing, or permitting the holder of any such indebtedness or any trustee or other Person acting on behalf of such holder to cause, such indebtedness in such amount to become due prior to its stated maturity or to realize upon any collateral given as security therefore; (h) Any execution or attachment shall be issued whereby any substantial part of the property of an Originator shall be taken or attempted to be taken and the same shall not have been vacated or stayed within 30 days after the issuance thereof; (i) A Change of Control shall occur; or (j) The occurrence of a bankrupt party Termination Event under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedPurchase Agreement.

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated prior to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of Closing: (a) by the following occurs (a “Termination Event”): Purchaser if: (i) any debit to your Account for funding there is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment a material Breach of any sum representation, warranty, covenant or obligation of money owed to iSolved; the Company under this Agreement or of the Inventor under the Inventor Agreement; (ii) the Purchaser reasonably determines that the timely satisfaction of any representation you make is incorrect condition set forth in Article VIII has become impossible or impractical (other than as a result of any material respect; failure on the part of the Purchaser to comply with or perform its covenants and obligations under this Agreement); (iii) you default under the Purchaser is not, in its reasonable discretion, satisfied with the results of its due diligence review of the Company, provided that the Purchaser's right to terminate pursuant to this addendum; Section 10.1(a)(iii) shall exist only during the Due Diligence Review Period; (iv) your funds are, at any time, insufficient to cover a Governmental Authorization required for consummation of the net payroll and/or related taxes Merger and the other Transactions shall have been denied by final nonappealable action of the Governmental Body responsible for your Payees, such Governmental Authorization or a Governmental Body issues a final nonappealable order blocking the Merger; or (v) (a) you cease operations, the Company modifies or amends its Disclosure Schedule and discloses any items or events that have resulted in or are likely to result in a Material Adverse Change. (b) by the Company if: (i) there is a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject material Breach of any representation, warranty, covenant or obligation of the Purchaser; (ii) the Company reasonably determines that the timely satisfaction of any condition set forth in Article IX has become impossible or impractical (other law relating than as a result of any failure on the part of the Company to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, comply with or composition perform any covenant or adjustment obligation set forth in this Agreement); (iii) a Governmental Authorization required for consummation of debtsthe Merger and the other Transactions shall have been denied by final nonappealable action of the Governmental Body responsible for such Governmental Authorization or a Governmental Body issues a final nonappealable order blocking the Merger; (iv) the Purchaser modifies or amends its Disclosure Schedule and disclosed any items or events that have resulted in or are likely to result in a Material Adverse Change; (v) the Purchaser or Merger Sub modifies the Purchaser Disclosure Schedule and discloses any items or events that have resulted in or are likely to result in a Material Adverse Change; or (vi) the Originating Bank notifies iSolved Company is not, in its reasonable discretion, satisfied with the results of its due diligence review of the Purchaser; provided, that it is no longer willing the Company's right to originate debits terminate pursuant to this Section 10.1(b)(vi) shall exist only during the Due Diligence Review Period. (c) by the Purchaser or the Company if the Closing has not taken place on or before June 1, 2002 (other than as a result of any failure on the part of the party seeking to terminate this Agreement to materially comply with or perform its covenants and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected fundsobligations under this Agreement); and (viid) by the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with mutual written consent of the Originating Bank is terminatedPurchaser and the Company.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of Purchaser and the Company; (b) by Purchaser if the Closing has not taken place on or before 5:00 p.m. (Alaska time) on December 1, 2014 (the “End Date”) and any condition set forth in Section 8 has not been satisfied or waived as of the time of termination (in each case other than as a result of any failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this addendum Agreement); (c) by the Company or the Sellers if the Closing has not taken place on or before 5:00 p.m. (Alaska time) on the End Date and any condition set forth in Section 9 has not been satisfied or waived as of the time of termination (in each case other than as a result of any failure on the part of the Company, any of the Sellers to comply with or perform any covenant or obligation set forth in this Agreement); (d) by Purchaser if the approval of any Governmental Entity required for consummation of the transactions contemplated by this Agreement shall have been denied by final nonappealable action of such Governmental Entity or if an application therefor shall have been permanently withdrawn at the request of a Governmental Entity; (e) by Purchaser or the Company if: (i) a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the contrary, transactions contemplated by this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide Agreement by any Services to you, if any one Governmental Entity that would make consummation of the following occurs such transactions illegal; (a “Termination Event”): f) by Purchaser if: (i) any debit to your Account for funding is dishonored of the representations and warranties of the Company or otherwise returned to iSolved or any Seller contained in this Agreement shall be inaccurate as of the Originating Bank for any reasondate of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in the payment of any sum of money owed to iSolvedSection 8.1 would not be satisfied; (ii) any representation you make is incorrect of the covenants of the Company contained in any material respectthis Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; or (iii) you default any Company Material Adverse Effect shall have occurred, or any event or other Effect shall have occurred or circumstance or other Effect shall exist that, in combination with any other events, circumstances or other Effects that have occurred or shall exist, would reasonably be expected to have or result in a Company Material Adverse Effect; provided, however, that, in the case of clauses “(i)” and “(ii)” only, if an inaccuracy in any of the representations and warranties of the Company or any Seller as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company or any Seller is curable by the applicable party through the use of commercially reasonable efforts within five (5) Business Days after Purchaser notifies the such party in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Purchaser may not terminate this Agreement under this addendumSection 10.1(f) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the applicable party, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Purchaser may not terminate this Agreement pursuant to this Section 10.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); or (ivg) your funds are, at any time, insufficient to cover by the net payroll and/or related taxes for your Payees, Company if: (vi) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts Purchaser’s representations and warranties contained in this Agreement shall be inaccurate as they become due, (d) you make any assignment for of the benefit date of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upthis Agreement, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return shall have become inaccurate as of a debit entry or insufficient or uncollected funds); (vii) date subsequent to the Payee Authorization is terminated (unless replaced by another Payee Authorization)date of this Agreement, such that the condition set forth in Section 9.1 would not be satisfied; or (viiiii) iSolvedif any of Purchaser’s agreement covenants contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied; provided, however, that if an inaccuracy in any of Purchaser’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Purchaser is curable by Purchaser through the use of commercially reasonable efforts within five (5) Business Days after the Company notifies Purchaser in writing of the existence of such inaccuracy or breach (the “Purchaser Cure Period”), then the Company may not terminate this Agreement under this Section 10.1(g) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period, provided Purchaser, during the Purchaser Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 10.1(g) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the Originating Bank is terminatedexpiration of the Purchaser Cure Period).

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated and the Transactions (to the contrary, this addendum extent not theretofore consummated) may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): abandoned: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or by mutual written consent of the Originating Bank for any reason, or you default in Purchaser and the payment of any sum of money owed to iSolved; Seller; (ii) by either the Purchaser or the Seller, each in its sole discretion and upon written notice to the other party, if the Initial Closing shall not have been consummated on or before five months from the date hereof (the “Initial Closing Outside Date”); provided, however, that this right to terminate this Agreement shall not be available to any representation you make party who is incorrect in breach in any material respect; respect of any of its obligations hereunder; (iii) you default under by either the Purchaser or the Seller, each in its sole discretion and upon written notice to the other party, if the Second Closing shall not have been consummated on or before six months from the date hereof (the “Second Closing Outside Date”); provided, however, that (A) this addendum; right to terminate this Agreement shall not be available to any party who is in breach in any material respect of any of its obligations hereunder and (B) any such termination pursuant to this Section 10(a)(iii) shall apply solely with respect to the Second Closing; (iv) your funds are, at by the Purchaser if any time, insufficient to cover of the net payroll and/or related taxes for your Payees, conditions set forth in Sections 6(a) or 6(b) of this Agreement shall have become incapable of fulfillment by the Initial Closing Outside Date and shall not have been waived by the Purchaser; (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or by the Purchaser if any of your assetsthe conditions set forth in Sections 7(a) or 7(b) of this Agreement shall have become incapable of fulfillment by the Second Closing Outside Date and shall not have been waived by the Purchaser; provided, (chowever, that any such termination pursuant to this Section 10(a)(v) you are unable shall apply solely with respect to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; Second Closing; (vi) by the Originating Bank notifies iSolved that it is no longer willing to originate debits Seller if any of the conditions set forth in Section 6(a) or Section 6(c) of this Agreement shall have become incapable of fulfillment by the Initial Closing Outside Date and credits for you for any reason whatsoever (including without limitation, shall not have been waived by the return of a debit entry or insufficient or uncollected funds)Seller; or (vii) by the Payee Authorization is terminated (unless replaced Seller if any of the conditions set forth in Section 7(a) or Section 7(c) of this Agreement shall have become incapable of fulfillment by another Payee Authorization)the Second Closing Outside Date and shall not have been waived by the Seller; or (viiiprovided, however, that any such termination pursuant to this Section 10(a)(vii) iSolved’s agreement shall apply solely with respect to the Originating Bank is terminatedSecond Closing.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if The occurrence of any one or more of the following occurs (events shall constitute a “"Termination Event”): ": (a) Customer shall fail to make any payment or deposit to be made by it hereunder or under any Transaction Document when due; or (i) Customer shall waive any debit Servicer Default without the prior consent of SunAmerica, (ii) Customer shall fail to your Account exercise its rights in the event of a Service Default under the Servicing Agreement promptly upon obtaining knowledge thereof, or (iii) no replacement Servicer has been appointed by Customer (with the prior consent of SunAmerica, which consent shall not be unreasonably withheld or delayed) using good faith efforts within 30 days of Customer obtaining knowledge of a Servicer Default that is not waived (with SunAmerica's prior consent); or (c) Customer shall fail to repurchase any Defaulted Receivable within 60 days of the date it becomes a Defaulted Receivable pursuant to the definition thereof; or (d) Any representation, warranty, certification or statement made by Customer of any of its Subsidiaries in this Agreement or in any other Transaction Document or in statement or certificate at any time given by Customer of any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect on the date as of which made provided, that if such default referred to in this Section 7.1(d) is susceptible of being cured, no Termination Event shall arise under this Section 7.1(d) unless such default shall remain uncured for funding a 30-day period after such occurrence, provided, further, however, that if the default is dishonored susceptible of cure but cannot reasonably be cured with such 30-day period and Customer shall have commenced to cure such default within such 30-day period and thereafter diligently and expeditiously proceeds to cure the same, Customer shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of 60 days from the original occurrence, whereupon a Termination Event shall arise under this Section 7.1(d); or otherwise returned any other document delivered pursuant hereto shall prove to iSolved have been incorrect, when made or deemed made; or (i) Customer or any of its Subsidiaries shall fail to pay when due (A) any principal of or interest on any Indebtedness (other than Indebtedness referred to in Section 7.1(a) above), (B) any Contingent Obligation, in each case beyond the end of any grace period provided therefor; or (ii) a breach or default by Customer or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness or any Contingent Obligation, or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if the effect of such breach or default is to cause that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the Originating Bank for stated maturity of any reasonunderlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or you otherwise); or (f) Customer shall default in the payment performance of any sum other covenant or undertaking hereunder or under any Transaction Document, other than any such term referred to in any other paragraph of money owed this Section 7.1, provided, that if such default referred to iSolvedin this Section 7.1(f) is susceptible of being cured, no Termination Event shall arise under this Section 7.1(f) unless such default shall remain uncured for a 30-day period after such occurrence, provided, further, however, that if the default is susceptible of cure but cannot reasonably be cured with such 30-day period and Customer shall have commenced to cure such default within such 30-day period and thereafter diligently and expeditiously proceeds to cure the same, Customer shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of 60 days from the original occurrence, whereupon a Termination Event shall arise under this Section 7.1(f); or (i) A court having jurisdiction in the premises shall enter a decree or order for relief in respect of Customer or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Customer or any representation you make is incorrect of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in any material respecteffect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover or a decree or order of a court having jurisdiction in the net payroll and/or related taxes premises for your Payees, (v) (a) you cease operations, (b) the appointment of a receiver, custodianliquidator, sequestrator, trustee, custodian or other officer having similar powers over Customer or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or liquidator becomes responsible in any manner for you other custodian of Customer or any of your assetsits Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Customer or any of its Subsidiaries, and any such event described in this clause (cii) you are unable shall continue for 60 days unless dismissed, bonded or discharged; or (i) Customer or any of its Subsidiaries shall have an order for relief entered with respect to pay your debts as they become dueit or commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, (d) you insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Customer or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Customer or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the Managers of Company or the Board of Directors of any of its Subsidiaries (eor any committee thereof) you become shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to in clause (i) above or this clause (ii); or (i) Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in excess of $25,000 or (ii) in the aggregate at any time an amount in excess of $100,000 (in either case not adequately covered by insurance as to which a bankrupt party solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Customer or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of 60 days (or in any event later than five (5) days prior to the date of any proposed sale thereunder); or (j) Any order, judgment or decree shall be entered against Customer or any of its Subsidiaries decreeing the dissolution or split up of Customer or that Subsidiary and such order shall remain undischarged or unstayed for a period in excess of 30 days; or (k) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Customer or any of its ERISA Affiliates in excess of $50,000 during the term of this Agreement; or there shall exist an amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), which exceeds $100,000; provided, that if such default referred to in this Section 7.1(k) is susceptible of being cured, no Termination Event shall arise under this Section 7.1(k) unless such default shall remain uncured for a 30-day period after such occurrence, provided, further, however, that if the default is susceptible of cure but cannot reasonably be cured with such 30-day period and Customer shall have commenced to cure such default within such 30-day period and thereafter diligently and expeditiously proceeds to cure the same, Customer shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of 60 days from the original occurrence, whereupon an Termination Event shall arise under this Section 7.1(k); or (l) SunAmerica determines that the Rating Agency has determined that it will not issue or maintain, or any event shall occur which will likely prevent such Rating Agency from issuing or maintaining, a rating on the notes contemplated to be issued to SunAmerica or its designees in any Securitization Transactions or an event shall occur which will likely result in a review with negative implications, suspension, downgrade, withdrawal or other impairment of such rating; or (m) Any event or change shall occur that has caused or evidences, either in any case or in the aggregate, a Material Adverse Change; or (n) Midland Loan Services, L.P. shall cease to be the "Servicer" under the United States bankruptcy code Servicing Agreement (other than in connection with a termination by SunAmerica "without cause") and no successor servicer reasonably acceptable to SunAmerica shall have been appointed and accepted such appointment; or (o) There shall occur in the opinion of SunAmerica a material adverse change in the financial condition, business, operations, or either involuntarily prospects of Customer or voluntarily becomes any its Affiliates or in the subject value of the Warehouse Assets or in the ability of Customer or such other party to perform its obligations hereunder or under any of the other Transaction Documents, including, but not limited to, the collection of the Warehouse Assets or in the collectibility of the Warehouse Assets or in the feasibility of any other law relating contemplated Securitization Transaction; or (p) (i) any Proceeding not disclosed to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upSunAmerica prior to the date of the execution and delivery of this Agreement is pending against Customer or any of its Subsidiaries, or composition (ii) any material development not so disclosed has occurred in any Proceeding so disclosed, which, in the case of clause (i) or adjustment (ii) above, has a reasonable likelihood of debtscausing a material adverse effect on the collectibility of the Receivables or the ability of Customer or Servicer to perform hereunder or under the other Transaction Documents or in any contemplated or other Securitization Transaction or with respect to the feasibility of any Securitization Transactions; or (viq) any material deficiency or qualification in any audit performed in connection with the Originating Bank notifies iSolved that it Receivables is no longer willing to originate debits and credits for you not, in the opinion of SunAmerica, satisfactorily cured within 30 days; or (r) a Change of Control shall occur; or (s) this Agreement shall for any reason whatsoever cease to create a valid, first priority ownership or security interest in any of the Receivables and other Warehouse Assets, or the validity or enforceability thereof shall be contested by Customer or any Subsidiary; or (including without limitation, the return of a debit entry or insufficient or uncollected funds); (viit) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with Outstanding Principal Invested shall at any time be greater than 92% of the Originating Bank is terminatedNet Receivables Balance.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryparties by law or this Agreement, this addendum Agreement may be immediately terminated at iSolved’s option and without the transactions contemplated herein may be abandoned: (a) by mutual consent of the parties hereto; (b) by either Purchaser or SALD by notice to the other if the Closing has not been consummated by July 1, 2000, unless extended by written agreement of the Parties hereto, provided that the Party terminating this Agreement shall not be in material default or breach hereunder and provided, further, that the right to terminate this Agreement under this clause (b) shall not be available (i) to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (ii) in the event that the Closing has not occurred as a result of a failure of any representation to be true and correct, the terminating party shall not have the right to terminate this Agreement if such party knew of such breach prior notice, and iSolved will have no further obligation to to provide any Services to youthe date of this Agreement; or (c) by either Purchaser or SALD, if any one Governmental Authority has issued a final order, decree or ruling enjoining or otherwise permanently prohibiting any of the transactions contemplated by this Agreement (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable ); provided, that this clause (c) shall not apply in the case where all of the following occurs apply: (x) to any such order, decree or ruling in any country (or by any Governmental Authority in any country) other than the U.S., France, the U.K. and Spain, (y) where the aggregate effect of all such orders, decrees or rulings on the consummation of the transactions would not reasonably be expected to have a “Termination Event”): Business Material Adverse Effect or a Purchaser Material Adverse Effect following the Closing Date and (iz) the order, decree or ruling wherever it may have been issued, does not purport to restrict in their entirety or substantially in their entirety the transactions contemplated in this Agreement, in which case the Closing shall proceed in accordance with Article VII except that any debit to your Account for funding of the transactions that are enjoined will not be closed until such time as it no longer is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default enjoined and there shall be an appropriate adjustment in the payment Purchase Price to reflect that such portion of any sum of money owed the Business will not be transferred; and provided, further, that the party seeking to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default terminate this Agreement under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, clause (c) you are unable is not then in material breach of this Agreement; and provided, further, that the right to terminate this Agreement under this clause (c) shall not be available to any Party who shall not have used best efforts to avoid the issuance of such order, decree or ruling. If the enjoinder or prohibition by its terms would permit the Closing to occur before July 1, 2000, then the Closing shall occur promptly after the enjoinder or prohibition no longer is effective. If the Closing has occurred and any Transferred Subsidiary or Purchased Asset has not been sold, assigned, transferred, conveyed, delivered or acquired due to any enjoinder or prohibition, the parties shall use their reasonable best efforts, and shall cooperate with each other, to obtain promptly the removal of such enjoinder or prohibition; provided, that neither Purchaser nor any of its respective Affiliates shall be required to pay your debts as they become dueany consideration therefor, (d) you make other than filing, recordation or similar fees payable to any assignment for Governmental Authority. Pending or in the benefit absence of creditors, (e) you become a bankrupt party under the United States bankruptcy code removal of such enjoinder or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitationprohibition, the return parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser and any respective Designated Purchaser the benefits and liabilities of a debit entry such Transferred Subsidiary or insufficient Purchased Asset which are enjoined or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); prohibited from being sold, assigned, transferred, conveyed, delivered or (viii) iSolved’s agreement with the Originating Bank is terminatedacquired.

Termination Events. Notwithstanding anything This Agreement may be terminated and the obligations of the parties hereunder shall thereupon cease (except with respect to those obligations theretofore accrued or to which by the express provisions of this Agreement survive such termination) at any time during the term hereof as follows: Either party may terminate this Agreement upon thirty (30) days’ prior written notice served by such party upon the other party, which notice shall state such party’s intent to terminate this Agreement. A non-defaulting party may terminate this Agreement if any default occurs in this addendum the performance of any obligation hereunder and such default continues for fifteen (15) days after written notice from such non-defaulting party to the contrarydefaulting party, this addendum which termination shall become effective as of the expiration of such fifteen (15) day period; provided however, if the default is of such a nature that it cannot be cured in such fifteen (15) day period, the defaulting party shall not be deemed to be in default if it commences to cure the default within such fifteen (15) day period and thereafter diligently pursues such cure to completion. This Agreement may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide upon the occurrence of any Services to you, if any one of the following occurs (a “Termination Event”): events: (i) any debit to your Account for funding is dishonored the filing by or otherwise returned to iSolved against either party of an involuntary petition in bankruptcy or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolvedsimilar proceeding; (ii) any representation you make is incorrect in any material respectthe adjudication of a party as bankrupt or insolvent; (iii) you default under this addendumthe appointment of a receiver or trustee to take possession of all or substantially all of the assets of a party; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any general assignment by a party for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viiiv) iSolved’s agreement with any other action taken or suffered by a party under state or federal insolvency or bankruptcy law, or any comparable law which is now or hereafter may be in effect. Upon the Originating Bank is terminatedoccurrence of any such event, the non-defaulting party may, at its option, terminate this Agreement by written notice to the defaulting party, and upon the giving of such notice this Agreement and the term hereof shall immediately terminate. This Agreement may be terminated immediately upon giving written notice to Manager if Manager, without the prior written consent of Owner, shall assign, transfer or otherwise alienate its rights and obligations hereunder or attempt to do any of the same in violation of Section 9.2 hereof. This Agreement may be terminated immediately upon the giving of written notice by any party hereunder to the other party if (i) the Property shall be damaged or destroyed to the extent of 25% or more by fire or other casualty and Owner elects not to restore or replace such property or (ii) there shall be a condemnation or deed in lieu thereof of 10% or more of the Property.

Termination Events. Notwithstanding anything (a) This Agreement shall automatically terminate upon the occurrence of any of the following events (the “Termination Events”), unless such automatic termination is waived in writing by the Requisite Consenting Lenders, the Shareholder Party and the Company, within three (3) days of the occurrence of such event, and in accordance with the requirements of Section 4, in which case the Termination Event so waived shall be deemed not to have occurred, this Agreement shall be deemed to continue in full force and effect, and the rights and obligations of the Parties hereto shall be restored, subject to any modification set forth in such waiver; provided, however, that the waiver of the Company and the Shareholder Party, but not the Requisite Consenting Lenders, shall be required with respect to any automatic termination to the extent that such automatic termination occurs pursuant to paragraphs (xvi) or (xx) below; provided, further, that the waiver of Requisite Consenting Lenders, but not the Shareholder Party, Worldwide or the Company, shall be required with respect to any automatic termination to the extent that such automatic termination occurs pursuant to any of paragraphs (xiii), (xv), (xxiv), or (xxv) below; provided, further, that the waiver of Requisite Consenting Lenders and the Shareholder Party, but not Worldwide or the Company, shall be required with respect to any automatic termination to the extent that such automatic termination occurs pursuant to paragraph (xiv). (i) In the event Travelport LLC has not issued the Second Lien Opco Term Loan (as defined in the Term Sheet) by October 7, 2011; (ii) In the event the Restructuring has not been completed out-of-court by October 7, 2011 and the Company has not commenced a Chapter 11 Case or Bermuda proceeding by October 7, 2011; (iii) If the Company files a Chapter 11 Case by October 7, 2011, the Disclosure Statement with respect to the Plan shall not have been approved and the Plan shall not have been confirmed by the earlier of (i) 60 days after filing the Chapter 11 Case and (ii) December 6, 2011; (iv) If the Company files a Chapter 11 Case or Bermuda Proceeding by October 7, 2011, the Company shall fail, within three (3) business days of such filing, to file the Plan or the Scheme of Arrangement with the U.S. bankruptcy court or the Bermuda Supreme Court, as applicable, together with any related Disclosure Statement; (v) If the Company files a Chapter 11 Case by October 7, 2011, the Plan shall not have been substantially consummated within twenty days after the confirmation of the Plan; (vi) The Restructuring Documents are not in form and substance reasonably satisfactory to the Company, the Requisite Consenting Lenders or the Shareholder Party within the relevant time frames set forth in this addendum Agreement; (vii) Any Chapter 11 Case filed by the Company is dismissed or is converted to a case under chapter 7 of the Bankruptcy Code; (viii) If the Company files a Chapter 11 Case, the bankruptcy court shall enter an order appointing (A) a trustee under chapter 7 or chapter 11 of the Bankruptcy Code or (B) a responsible officer or an examiner, in either case, with enlarged powers relating to the contraryoperation of the business (powers beyond those set forth in subclauses (3) and (4) of Section 1106(a)) under Section 1106(b) of the Bankruptcy Code; (ix) If the Company files a Chapter 11 Case by October 7, 2011, the orders of the bankruptcy court confirming the Plan or approving the Disclosure Statement related thereto shall have been stayed, reversed, vacated or otherwise modified, other than merely ministerial modifications (e.g., with respect to names, addresses and similar modifications); (x) Any court shall enter a final, non-appealable judgment or order declaring this addendum may Agreement or any material portion hereof to be immediately terminated at iSolved’s option unenforceable; (xi) Any court shall enter an order denying confirmation of the Plan or approval of the Scheme of Arrangement or any analogous event described in clauses (vii), (viii) or (ix) shall occur in any Bermuda Proceeding if one is commenced to effectuate the Scheme of Arrangement; (xii) Any governmental authority, including any court of competent jurisdiction or regulatory authority, grants relief that is inconsistent with this Agreement in any material respect (with such amendments and without prior noticemodifications as have been effected in accordance with the terms hereof) or enjoining the consummation of a material portion of the Restructuring; (xiii) The entry of an order by any court of competent jurisdiction invalidating or disallowing any portion of the Claims or subordinating or limiting, as applicable, the enforceability, priority, amount or validity of any portion of the Claims; (xiv) Following the commencement of the Chapter 11 Case, the Company (i) withdraws the Plan or (ii) publicly announces its intention to not support the Plan but, only if, such withdrawal or announcement does not occur in the context of a termination of this Agreement, as contemplated pursuant to paragraph (xvii) below; (xv) Any material breach of this Agreement by the Company, the Shareholder Party or Worldwide; provided that such Termination Event shall be deemed to have occurred only upon receipt of written notice by such Party of such breach from the Requisite Consenting Lenders or the Shareholder Party of such breach (provided that the none of the Initial Consenting Lenders or Requisite Consenting Lenders are not then in material breach of its obligations hereunder), and iSolved will such breach, if capable of being cured, remains uncured for a period of five (5) business days; (xvi) Any material breach of this Agreement by a Consenting Lender; provided that such Termination Event shall be deemed to have occurred only upon receipt of written notice by the Consenting Lenders of such breach from either the Company, Worldwide or the Shareholder Party (provided that the Party giving notice of a breach by a Consenting Lender is not itself in material breach of its obligations hereunder) and such breach, if capable of being cured, remains uncured for a period of five (5) business days; (xvii) Immediately upon delivery by any of the Company, Worldwide or the Shareholder Party (collectively, the “Notifying Parties” and each, a “Notifying Party”) to the Consenting Lenders of notice (in accordance with Section 25 below) of its intent, in the exercise of its fiduciary duties (set forth in Section 19 below) to take any action that is otherwise prohibited hereunder or to refrain from taking any action that is required hereunder (a “Fiduciary Out Notice”); provided, however that no Notifying Party shall have or incur any liability under this Agreement or otherwise on account of, arising out of or otherwise relating to any other Notifying Party’s issuance of a Fiduciary Out Notice; (xviii) Travelport LLC shall not have received amendments and consents consistent in all material respects with the Term Sheet on a basis reasonably acceptable to the Company, in either case, as necessary to effectuate the Restructuring and by the requisite percentage or number of the lenders party to Opco Credit Facility by October 7, 2011; (xix) [Reserved]; (xx) The Board of Directors of the Company’s direct subsidiary, Travelport Limited, shall have not received by October 7, 2011, solvency opinions from a nationally recognized valuation firm for those subsidiaries to which a solvency opinion is reasonably required to consummate the Restructuring and in form and substance reasonably acceptable to the Company and sufficient under applicable law, in each case, for such purpose; (xxi) [Reserved]; (xxii) [Reserved]; (xxiii) By mutual written consent of the Company, the Shareholder Party and the Requisite Consenting Lenders; (xxiv) The occurrence of an Event of Default under the PIK Credit Agreement, other than as a result of the Company’s entry into this Agreement or the taking of any actions required or contemplated by, and consistent with, the terms of this Agreement; or (xxv) The failure of the Bermuda Monetary Authority to approve (i) each of the Consenting Lenders and (ii) at least 70% of the Lenders as of the date hereof to be shareholders of Worldwide, in each case, within (x) twenty days after confirmation of the Plan or (y) October 31, 2011 if the Restructuring is consummated out of court, or such later date as shall be agreed to by the Consenting Lenders. (b) Upon a termination of this Agreement in accordance with this Section 8, no Party hereto shall have any continuing liability or obligation to any other Party hereunder and the provisions of this Agreement shall have no further force or effect, except for the provisions in Sections 10-11 and 13-25, each of which shall survive termination of this Agreement; provided that no such termination shall relieve any Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination (other than as set forth in Sections 8(a)(xvii), (xviii) and (xx)). In addition, the Company’s obligation to to provide any Services to youreimburse the Initial Consenting Lenders for their out of pocket costs and expenses, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default including professional fees as set forth in the payment Term Sheet up to the date of any sum termination of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds areAgreement, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedshall survive such termination.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum This Agreement may be immediately terminated at iSolved’s option and without prior noticeupon delivery of written notice of termination delivered in accordance with Section 17 hereof, and iSolved will have no further obligation to to provide any Services to you, if any one of in accordance with the following occurs (a “Termination Event”): provisions: (i) with the mutual written consent of the Requisite Holders (as defined in Section 5 hereof) and Xxxxxx X. Xxxxx at any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; time; (ii) any representation you make is incorrect in upon the giving of written notice of termination by the Requisite Holders to Xxxxxx X. Xxxxx following any material respect; breach by any of the Xxxxx Parties of their representations or agreements contained herein, if such breach has continued uncured for five (5) business days after written notice of such breach from the Requisite Holders to Kasowitz, Benson, Xxxxxx & Xxxxxxxx LLP (“Kasowitz”), counsel to Xxxxxx X. Xxxxx; (iii) you default under this addendum; upon the giving of written notice of termination by Xxxxxx X. Xxxxx to Stroock & Stroock & Xxxxx LLP, counsel for the Holders (“Stroock”), following any material breach by any of the Holders of their representations or agreements contained herein, if such breach has continued uncured for five (5) business days after written notice of such breach from the Xxxxx Parties to Stroock; (iv) your funds areby Xxxxxx X. Xxxxx if (x) any court of competent jurisdiction shall declare that any of the Holders have materially breached any other agreement to which it was a party by its entry into this Agreement, at or (y) any time, insufficient of the Holders shall admit in writing that such Holder has materially breached any other agreement to cover the net payroll and/or related taxes for your Payees, which it was a party by its entry into this Agreement; (v) (a) you cease operationsby the Requisite Holders if any court of competent jurisdiction shall declare, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assetsthe Xxxxx Parties shall admit in writing, (c) you are unable to pay your debts as they become due, (d) you make that any assignment for of the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of Xxxxx Parties have materially breached any other law relating agreement to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; which it was a party by its entry into this Agreement; (vi) by either the Originating Bank notifies iSolved that it is no longer willing Requisite Holders or Xxxxxx X. Xxxxx if any court of competent jurisdiction shall declare this Agreement to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); be unenforceable; (vii) at any time after April 30, 2010 by either the Payee Authorization is terminated (unless replaced Requisite Holders or Xxxxxx X. Xxxxx if the Bankruptcy Court has not entered the Confirmation Order with respect to the Amended AHC Plan on or prior to such date notwithstanding commercially reasonable efforts by another Payee Authorization); or the Holders to achieve such result; (viii) iSolved’s agreement at any time after the date that is one-hundred fifty (150) calendar days after the entry of the Confirmation Order with respect to the Originating Bank Amended AHC Plan by either the Requisite Holders or Xxxxxx X. Xxxxx if the Effective Date with respect to the Amended AHC Plan has not occurred on or prior to such date notwithstanding commercially reasonable efforts by the Holders to achieve such result; (ix) upon the dismissal of the Debtors’ Chapter 11 cases or the conversion of the Bankruptcy Case from one under Chapter 11 to one under Chapter 7 of the Bankruptcy Code, other than as contemplated pursuant to the Amended AHC Plan; (x) by either the Requisite Holders or Xxxxxx X. Xxxxx if the Backstop Agreement is terminatedterminated in accordance with its terms due to a failure to satisfy any of the conditions set forth in the Backstop Agreement that are not within the control of the Holders; (xi) by either the Requisite Holders or Xxxxxx X. Xxxxx if the Backstop Agreement is terminated by the Holders (other than due to a failure to satisfy any of the conditions set forth in the Backstop Agreement that are not within the control of the Holders); or (xii) by either the Requisite Holders or Xxxxxx X. Xxxxx if the Court (1) grants relief that is materially inconsistent with this Agreement or the Amended AHC Plan in any respect or (2) enters an order confirming any plan of reorganization for the Debtors other than the Amended AHC Plan.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one Any of the following occurs acts or occurrences shall constitute a Termination Event under this Agreement (each, a “Termination Event”): ): (ia) gross negligence, willful misconduct, bad faith or felony act on the part of Servicer; or (b) any debit failure on the part of Servicer to your Account for funding is dishonored observe or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect perform in any material respectrespect any other of the covenants or agreements thereof contained in this Agreement which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Servicer by the TL Member on behalf of Lender; provided, however, that if such covenant or agreement is capable of being cured and Servicer is diligently pursuing such cure such thirty (iii30) you default under day period shall be extended for an additional forty-five (45) days; or (c) any breach on the part of Servicer of any representation or warranty thereof contained in this addendumAgreement which materially and adversely affects the interests of Lender and which 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 TL Member on behalf of Lender; provided, however, that if such breach is capable of being cured and Sub-Servicer is diligently pursuing such cure such thirty (iv30) your funds are, at any time, insufficient to cover the net payroll and/or related taxes day period shall be extended for your Payees, an additional forty-five (v45) days; or (a) you cease operations, (bd) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, custodianliquidator, trustee or liquidator becomes responsible similar official in any manner bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for you the winding-up or liquidation of its affairs, shall have been entered against Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (e) Servicer or Initial Servicer (if different from Servicer) shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of your assetsdebt, marshaling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its property; or (cf) you are unable Servicer or Initial Servicer (if different from Servicer) shall admit in writing its inability to pay your its debts generally as they become due, (d) you file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute or make any an assignment for the benefit of its creditors, ; or (eg) you become a bankrupt party under determination by the United States bankruptcy code or either involuntarily or voluntarily becomes TL Member in its reasonable discretion that the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it Servicer is no longer willing capable of performing its services under this Agreement due to originate debits a material financial deterioration of the Servicer or Initial Servicer (if different from Servicer), (h) upon receipt from a Borrower, any failure by Servicer to deposit into, or to remit to Lender for deposit on a timely basis, any amount required to be so deposited or remitted under this Agreement; provided, however, that the failure by Servicer to deposit or remit amounts shall not constitute a Termination Event unless (i) any such failure (x) continues unremedied for one (1) Business Day following the date on which written notice of such failure is provided, (ii) any such failure occurs more than once in any period of twelve (12) consecutive months or (ii) any such late deposit is not accompanied by payment by Servicer (from its own funds without reimbursement therefor) of interest on the amount of such late deposit or remittance accrued at an annual rate equal to the Prime Rate (as defined below), as in effect from time to time, for the day on which Servicer was required to make such deposit, and credits the Prime Rate as in effect from time to time plus three percentage points (3%), for you for any reason whatsoever (including without limitationeach day thereafter until the date on which Sub-Servicer actually makes such deposit or remittance. For purposes of the preceding sentence, “Prime Rate” shall mean a rate equal to the “Prime Rate” published in the “Money Rates” section in the New York edition of The Wall Street Journal on or before the related date of calculation, or, if more than one such rate is set forth therein, the return highest of a debit entry or insufficient or uncollected fundssuch rates (and any change in such rate shall be effective on the date on which such rate(s) are so published); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.or

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryParties by Law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated hereby may be abandoned at iSolved’s option any time prior to the Closing: (a) by mutual written consent of the Seller Representative and without prior noticeBuyer; (b) by either the Seller Representative or Buyer by giving written notice to the other Party if the Closing shall not have occurred by August 31, 2007, (such date, the “Initial Termination Date”, and iSolved will have no further obligation as may be extended pursuant to to provide any Services to youthis subsection (b), if any one the “Termination Date”) unless extended by written agreement of the following occurs (a “Termination Event”): Seller Representative and Buyer; provided that: (i) the Party seeking termination pursuant to this subsection (b) is not in default or breach of any debit Transaction Document to your Account for funding which it is dishonored or otherwise returned party and provided, further, that the right to iSolved or terminate this Agreement under this subsection (b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the Originating Bank for any reasoncause of, or you default in resulted in, the payment failure of any sum of money owed the Closing to iSolvedoccur on or before such date; and (ii) any representation you make is incorrect if (x) the Merger shall not have been effected solely because the condition to Closing set forth in any material respectSection 7.1(b) has not been satisfied on or prior to the Initial Termination Date; (iiiy) you default under filings pursuant to the HSR Act with the FTC and the Antitrust Division and filings pursuant to ECMR with the EC (if required) have been made and the requisite Governmental Approvals relating thereto have been obtained; and (z) such other Governmental Approvals as may be deemed required pursuant to the terms of this addendum; (iv) your funds areAgreement have not been obtained solely due to the failure of the relevant Party or Governmental Authority to take action with respect to granting such Governmental Approval, at any timeand not as a result of Buyer, insufficient Merger Sub or its Affiliates’ failure to cover comply with its obligations hereunder, including as required by Section 6.3 and Section 6.4, then the net payroll and/or related taxes for your PayeesTermination Date shall be extended to September 30, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, 2007; (c) you are unable by either the Seller Representative or Buyer by giving written notice to pay your debts as they become due, the other Party if such other Party has materially breached its covenants or other obligations hereunder in a manner that would reasonably be expected to cause the conditions set forth in Article VII not to be satisfied and such breach has not been cured within 30 days following written notification thereof; and (d) you make any assignment for by the benefit of creditorsSeller Representative, if (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vii) the Originating Bank notifies iSolved Merger shall not have been consummated within two (2) Business Days of the first date upon which all conditions set forth in Section 7.1 and Section 7.3 are satisfied (other than those which by their terms are not capable of being satisfied until the Closing Date) and (ii) at the time of such termination such conditions continue to be satisfied (other than those which by their terms are not capable of being satisfied until the Closing Date), provided that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (viiSeller Representative shall not terminate this Agreement under this Section 10.1(d) before the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with 60th day after the Originating Bank is terminateddate hereof.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum This Agreement may be immediately terminated at iSolved’s option and without prior noticethe Company may be dissolved, and iSolved will have no further obligation subject to to provide Section 9.7, upon the occurrence of any Services to you, if any one of the following occurs events (collectively, "Termination Events"): (a) the Board unanimously votes for the termination of the Agreement pursuant to Section 4.4; (b) by either Shareholder in the event of a “Termination Event”): Deadlock pursuant to Section 4.5; (c) by MSK, upon a material violation or breach by Sequana of a material provision of this Agreement, the Sequana License Agreement or the Sequana Services Agreement and such violation or breach has not been waived by MSK and such breach remains uncorrected for a period of ninety (90) days after receipt by Sequana of a written 31 notice specifying the provision that has been breached and the details surrounding such breach; (d) by Sequana, upon a material violation or breach by MSK of a material provision of this Agreement, the MSK License Agreement or the MSK Services Agreement and such violation or breach has not been waived by Sequana; and such breach remains uncorrected for a period of ninety (90) days after receipt by MSK of a written notice specifying the provision that has been breached and the details surrounding such breach; (e) by MSK, in the event of a Sequana Change of Control which results in a Person controlling Sequana that has not been approved by MSK; provided that MSK's approval of such Person shall not be unreasonably withheld or delayed and provided further that MSK shall not be entitled to terminate this Agreement pursuant to this clause (e) in the event that the Person controlling Sequana following a Sequana Change of Control is engaged in the health care or pharmaceutical business unless MSK, in its reasonable judgment believes that an affiliation by MSK with such Person would jeopardize MSK's scientific or ethical principles, MSK's not-for-profit charter or MSK's relationships with regulatory agencies; (f) by MSK upon the occurrence of an Insolvency Event of Sequana; (g) by Sequana upon the occurrence of an Insolvency Event of MSK; (h) by either Shareholder, in the event that (a) the Company has expended (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; Initial Contributions and (ii) any representation you make is incorrect in any material respect; required investments by the Shareholders pursuant to Section 3.3(a) hereof and (iii) you default under this addendum; (ivadditional investments from each Shareholder, if any, required pursuant to Section 3.3(b) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, hereof and (b) a receiver, custodian, trustee the Scientific Advisory Committee has certified to the Board that no gene discovery has been made; and (i) by either Shareholder in the event of the termination of the Sequana License Agreement or liquidator becomes responsible the MSK License Agreement in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement accordance with the Originating Bank is terminatedterms thereof.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide If any Services to you, if any one of the following occurs events (each, a “Termination Event”): ) shall occur and be continuing: (ia) any debit to your Account for funding is dishonored or otherwise returned to iSolved the Borrower or the Originating Bank for any reason, or you Servicer shall default in the payment of any sum amount required to be made under the terms of money owed this Agreement; or (i) the Borrower shall fail to iSolvedperform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of the Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than 20 days after written notice thereof shall have been given by the Agent or any Secured Party to such Person; or (c) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (d) a Servicer Termination Event occurs; or (e) any representation or warranty made or deemed made hereunder shall prove to be incorrect as of the time when the same shall have been made, and such incorrect representation or warranty shall not have been eliminated or otherwise cured within a period of 20 days after written notice thereof shall have been given by the Agent or any Secured Party to the Borrower; or (f) the amount of Advances Outstanding shall exceed the Maximum Availability, for more than three consecutive Business Days; or (g) an Overcollateralization Shortfall exists and continues unremedied for a period of three Business Days; or (h) a Required Equity Shortfall exists and continues unremedied for a period of three Business Days; or (i) the Borrower or the Originator agrees or consents to, or otherwise permits any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Loans or the interests of the Conduit Lender; or (j) any Change in Control of the Borrower or Originator occurs; or (k) on each day during a period of five consecutive days, either (i) the aggregate Hedge Notional Amount is less than the product of the Hedge Percentage on such day and the Hedge Amount on that day, or (ii) any representation you make is incorrect Hedge Transaction fails to meet the requirements set forth in subsection 5.2(a); or (l) the Trustee on behalf of the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (m) the Rolling Three-Month Portfolio Yield does not equal or exceed 5.0% and such failure continues for a period of 15 consecutive days; or (n) the Rolling Three-Month Default Ratio shall exceed the percentage equivalent of a fraction, the numerator of which is $22,600,000 and the denominator of which is the Aggregate Outstanding Loan Balance; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed the percentage equivalent of a fraction, the numerator of which is $15,100,000 and the denominator of which is the Aggregate Outstanding Loan Balance; or (p) the Rolling Twelve-Month Portfolio Charged-Off Ratio shall exceed 15.0%; or (q) both Rxxx Xxxxxxxxxxx and Txx Xxxxxxx shall cease to be employed by the Borrower or Originator in the capacity as executive officers thereof; or (r) the Borrower or the Originator defaults in making any payment required to be made with respect to any material respectrecourse debt or other obligation to which either is a party and such default is not cured within the relevant cure period or any event or condition shall occur or exist that would cause or permit the acceleration of such recourse debt or other obligation, whether or not such event or condition has been waived or any such recourse debt or other obligation shall be declared to be due and payable or required to be prepaid (other than by scheduled payment) prior to maturity; or (iiii) you default a final judgment for the payment of money in excess of 10% of the Tangible Net Worth of the Originator shall have been rendered against the Originator or $100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, the Originator shall not have either: (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supersedes or otherwise during the pendency of such appeal or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $1,000,000 or $100,000, respectively, in settlement of any litigation; or (t) the Borrower shall become required to register as an “investment company” under this addendumthe 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act or any rules, regulations or orders issued by the SEC thereunder; or (ivu) your funds arethe business and other activities of the Borrower or the Originator, at including but not limited to, the acceptance of the Advances by the Borrower made by the Conduit Lender, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any time, insufficient to cover other person or entity of the net payroll and/or related taxes for your Payees, 1940 Act or the rules and regulations promulgated thereunder; or (v) a Material Adverse Change in the operations of the Originator, the Servicer or the Borrower shall occur; or (a) you cease operations, (bw) a receiver, custodian, trustee or liquidator becomes responsible change in any manner for you binding law or any rule or regulation having the force of your assetslaw shall occur, which would cause the legal conclusions made in the true sale, non-consolidation and perfection opinions delivered in connection with the Transaction Documents to be incorrect; or (cx) you are unable the Borrower or its Affiliates shall enter into a binding engagement letter or similar letter of intent with any third party contemplating a structured financing transaction including the Collateral or assets comparable to pay your debts the Loans included in the Collateral as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating date prior to bankruptcythe date on which the Borrower or its Affiliates shall have consummated (or irrevocably committed to consummate) one or more structured financing transactions in which Hxxxxx Xxxxxxx or an Affiliate thereof shall act as administrative agent or sole or lead initial purchaser (or in a comparable capacity) representing an aggregate notional amount of at least $250,000,000, insolvency, reorganization, dissolution, liquidation, winding-up, if Hxxxxx Xxxxxxx shall have agreed to negotiate in good faith to offer to the Borrower or composition its affiliates substantially similar terms for a structured financing transaction comparable to the financing contemplated by such engagement letter or adjustment letter of debtsintent (or similar agreement or undertaking); or (viy) Within 30 days after the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitationClosing Date, the return Agent shall not have received evidence of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with successful completion of the Originating Bank is terminatedinitial public offering of Patriot Capital.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum This Agreement may by notice be immediately terminated terminated: (a) by either Seller or Buyer at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, time if any one of the following occurs (a “Termination Event”): (i) any debit to your Account Governmental Entity which must grant a requisite regulatory approval has denied approval of the Contemplated Transactions, requested that an application submitted for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reasona requisite regulatory approval be withdrawn, or you default in notified or advised any party that such Governmental Entity will not grant (or intends to rescind or revoke if previously approved) any requisite regulatory approval with respect to the payment of any sum of money owed to iSolved; Contemplated Transactions, or (ii) any representation you make is incorrect Governmental Entity imposes a condition in any material respectconnection with approval of the Contemplated Transactions which, in the good faith judgment of Seller or Buyer, will materially impair the ability of Buyer to complete the Contemplated Transactions; or (iii) you default under any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of the Contemplated Transactions; provided, however, that no party shall have the right to terminate this addendum; Agreement pursuant to this Section 10.1(a) if the denial or order referred to above shall be due to the failure of the party seeking to terminate this Agreement to perform or observe any of its covenants or agreements set forth herein; (ivb) your funds are, by either Buyer or Seller at any time, insufficient to cover if a breach of any representation, warranty or obligation contained in this Agreement has been committed by the net payroll and/or related taxes for your Payees, other party and such breach has not been cured as permitted hereby or waived; (vi) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in by Buyer at any manner for you or time if any of your assetsthe conditions to Buyer’s obligation to complete the Closing specified in Sections 7 or 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with their obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller at any time, if any of the conditions to Seller’s obligation to complete the Closing specified in Sections 8 or 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (cother than through the failure of Seller to comply with its obligations under this Agreement) you are unable to pay your debts as they become due, and Seller has not waived such condition on or before the Closing Date; (d) you make by the mutual consent of Buyer and Seller at any assignment for the benefit of creditors, time; (e) you become a bankrupt party under by either Buyer or Seller on or after December 31, 2009, if the United States bankruptcy code or either involuntarily or voluntarily becomes Closing has not occurred (other than through the subject failure of any other law relating party seeking to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upterminate this Agreement to comply fully with its obligations under this Agreement) on or before such date, or composition such later date as the parties may agree; (f) by Seller on or adjustment after November 16, 2009, if Seller does not receive from Buyer evidence satisfactory to Seller of debts; the satisfaction of the condition set forth in clause (vii) Section 7.3 (which satisfactory evidence shall include (1) signed irrevocable subscription agreements for at least the Originating Bank notifies iSolved that it is no longer willing amount set forth in clause (i) of Section 7.3 of this Agreement and (2) immediately available funds in an amount at least equal to originate debits and credits for you for any reason whatsoever the amount set forth in clause (including without limitationi) of Section 7.3 of this Agreement, the return of a debit entry on or insufficient before November 15, 2009 (or uncollected fundssuch later date as may be determined in Seller’s sole discretion); or (viig) by Seller on or after December 16, 2009, if Seller does not receive from Buyer evidence satisfactory to Seller of the Payee Authorization is terminated satisfaction of the condition set forth in clause (unless replaced by another Payee Authorizationii) Section 7.3 (which satisfactory evidence shall include (1) signed irrevocable subscription agreements for at least the amount set forth in clause (ii) of Section 7.3 of this Agreement and (2) immediately available funds in an amount at least equal to the amount set forth in clause (ii) of Section 7.3 of this Agreement, on or before December 15, 2009 (or such later date as may be determined in Seller’s sole discretion); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of Purchaser and the Selling Shareholders’ Agent, acting on behalf of the Selling Shareholders; (b) by Purchaser if the Closing has not taken place on or before September 30, 2006 (the “End Date”) other than as a result of any failure on the part of Purchaser or Parent to comply with or perform any covenant or obligation of Purchaser or Parent, respectively, set forth in this addendum Agreement or in any other agreement or instrument delivered to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, Selling Shareholders; (c) by the Selling Shareholders’ Agent if any one the Closing has not taken place on or before the End Date (other than as a result of the following occurs failure on the part of the Company or any of the Selling Shareholders or the Selling Shareholders’ Agent to comply with or perform any covenant or obligation of the Company or any of the Selling Shareholders or the Company or the Selling Shareholders’ Agent, respectively, set forth in this Agreement or in any other agreement or instrument delivered to Purchaser or Parent); (a “Termination Event”): d) by Purchaser if (i) any debit to your Account for funding is dishonored representation or otherwise returned to iSolved warranty of the Company or any Selling Shareholder contained in this Agreement shall be inaccurate as of the Originating Bank for any reasondate of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date) such that the condition set forth in Section 7.1 would not be satisfied (it being understood that, for purposes of determining the payment accuracy of such representations and warranties as of the date of this Agreement or as of any sum subsequent date, (A) all materiality qualifications and similar qualifications contained or incorporated directly or indirectly in such representations and warranties shall be disregarded, and (B) any update of money owed or modification to iSolved; the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded), or (ii) any representation you make is incorrect of the covenants or obligations of the Company or any Selling Shareholder contained in this Agreement shall have been breached in any material respectrespect such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in or breach of any representation or warranty of the Company or any Selling Shareholder as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by the Company or any Selling Shareholder is curable by the Company or such Selling Shareholder through the use of commercially reasonable efforts during the 10-day period after Purchaser or Parent notifies the Company and Selling Shareholders’ Agent in writing of the existence of such inaccuracy or breach (iii) you default the “Company Cure Period”), then Purchaser may not terminate this Agreement under this addendum; (ivSection 9.1(d) your funds areas a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, at any timeprovided the Company or such Selling Shareholder, insufficient during the Company Cure Period, continues to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee exercise commercially reasonable efforts to cure such inaccuracy or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, breach; (e) you by the Selling Shareholders’ Agent if (i) any representation or warranty of Purchaser or Parent contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a bankrupt party under date subsequent to the United States bankruptcy code date of this Agreement (as if made on such subsequent date) such that the condition set forth in Section 8.1 would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or either involuntarily or voluntarily becomes the subject as of any other law relating to bankruptcysubsequent date, insolvency, reorganization, dissolution, liquidation, winding-upall materiality qualifications and similar qualifications contained or incorporated directly or indirectly in such representations and warranties shall be disregarded), or composition (ii) if any of Purchaser’s or adjustment Parent’s covenants or obligations contained in this Agreement shall have been breached in any material respect such that the condition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in or breach of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return representation or warranty of Purchaser or Parent as of a debit entry date subsequent to the date of this Agreement or insufficient a breach of a covenant or uncollected fundsobligation by Purchaser or Parent is curable by Purchaser or Parent through the use of commercially reasonable efforts during the 10-day period after the Selling Shareholders’ Agent notifies Purchaser or Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”); , then the Selling Shareholders’ Agent may not terminate this Agreement under this Section 9.1(e) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Purchaser or Parent, during the Parent Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; (viif) the Payee Authorization is terminated by Purchaser if (unless replaced by another Payee Authorization); i) there shall have occurred any Material Adverse Effect, or (viiiii) iSolved’s agreement any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Material Adverse Effect; or (g) by either Purchaser or the Originating Bank is terminatedSelling Shareholders’ Agent if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Contemplated Transactions.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum This Agreement may by notice be immediately terminated terminated: (a) by either Seller or Buyer at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, time if any one of the following occurs (a “Termination Event”): (i) any debit to your Account Governmental Entity which must grant a requisite regulatory approval has denied approval of the Contemplated Transactions, requested that an application submitted for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reasona requisite regulatory approval be withdrawn, or you default in notified or advised any party that such Governmental Entity will not grant (or intends to rescind or revoke if previously approved) any requisite regulatory approval with respect to the payment of any sum of money owed to iSolved; Contemplated Transactions, or (ii) any representation you make is incorrect Governmental Entity imposes a condition in any material respectconnection with approval of the Contemplated Transactions which, in the good faith judgment of Seller or Buyer, will materially impair the ability of Buyer to complete the Contemplated Transactions; or (iii) you default under any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of the Contemplated Transactions; provided, however, that no party shall have the right to terminate this addendumAgreement pursuant to this Section 10.1(a) if the denial or order referred to above shall be due to the failure of the party seeking to terminate this Agreement to perform or observe any of its covenants or agreements set forth herein; or (ivb) your funds are, by either Buyer or Seller at any time, insufficient to cover if a breach of any material representation, warranty or obligation contained in this Agreement has been committed by the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee other party and such breach has not been cured as permitted hereby or liquidator becomes responsible in any manner for you or any of your assets, waived; or (c) you are unable (i) by Buyer at any time if any of the conditions to pay your debts Buyer’s obligation to complete the Closing specified in Sections 7 or 9 have not been satisfied as they become dueof the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with their obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller at any time, if any of the conditions to Seller’s obligation to complete the Closing specified in Sections 8 or 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; or (d) you make by the mutual consent of Buyer and Seller at any assignment for the benefit of creditors, time; or (e) you become a bankrupt party under by either Buyer or Seller on or after December 30, 2010, if the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you Closing has not occurred for any reason whatsoever (including without limitationother than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before such date, or such later date as the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedparties may agree in writing.

Termination Events. Notwithstanding anything This Agreement may be terminated by written notice on or before the Closing Date: by the mutual consent of the parties hereto; or by Buyer, if the conditions set forth in Article 6 are not satisfied (or are incapable or being satisfied) on or before May 30, 2006, without fault of Buyer; or by Seller, if the conditions set forth in Article 7 are not satisfied (or are incapable of being satisfied) on or before May 30, 2006 without fault of Seller. EFFECT OF TERMINATION. In the event of termination of this addendum to the contraryAgreement as provided in Section 8.1 hereof, this addendum may Agreement shall forthwith become void and there shall be immediately terminated at iSolved’s option no liability on the part of Buyer, Seller, their respective officers or managers, except that the agreements contained in Section 8.3 hereof shall survive the termination hereof and without prior notice, any confidentiality or non-disclosure agreements between Buyer and iSolved will have no further obligation to to provide any Services to you, if any one Seller or its Affiliates shall survive in accordance with their terms. RETURN OF DOCUMENTS. In the event that the sale of the following occurs (a “Termination Event”): (i) any debit to your Account for funding Purchased Assets is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you not consummated for any reason whatsoever (including without limitationwhatsoever, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization if this Agreement is terminated (unless replaced for any reason whatsoever, each party will return to the other party on a timely basis all documents, agreements, instruments or other written information concerning the other party that was obtained from such other party, or to the extent permitted by another Payee Authorization); law will destroy the same and provide to the other party written certification of such destruction, and will destroy any related electronic files, to the extent commercially feasible. INDEMNIFICATION INDEMNIFIED LOSSES. For the purpose of this Article 9 and when used elsewhere in this Agreement, "Losses" shall mean and include any and all liability, loss, damage, claim, expense, cost, fine, fee, penalty, obligation or (viii) iSolved’s agreement injury including those resulting from any and all actions, suits, proceedings, demands, assessments or judgments, together with reasonable costs and expenses including the Originating Bank is terminatedattorneys' fees and other legal costs and expenses relating thereto.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one Each of the following occurs (events shall be a “"Termination Event”): " hereunder: (i) Servicer (if API) shall fail to perform or observe any debit term, covenant or agreement hereunder in its capacity as Servicer (other than as referred to your Account in clause (ii) next following) and such failure shall remain unremedied for funding is dishonored three Business Days or otherwise returned (ii) either Servicer (if API) or Seller shall fail to iSolved make any payment or deposit to be made by it hereunder when due; or (b) Any representation or warranty made or deemed to be made by Seller, any Originator or Servicer (or any of their respective officers) under or in connection with this Agreement, any other Agreement Document or any Periodic Report or other information or report delivered pursuant hereto shall prove to have been false or incorrect in any material respect when made; or (c) Seller, API or any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Agreement Document on its part to be performed or observed and any such failure shall remain unremedied for ten Business Days after written notice thereof shall have been given by the Agent to Seller or API; or (d) A default (monetary, covenant or otherwise) shall have occurred and be continuing under or any instrument, contract, indenture or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $2,000,000 of, or guaranteed by, API or any Affiliate of any thereof, which default if unremedied, uncured, or unwaived (with or without the passage of time or the Originating Bank giving of notice) would permit acceleration of the maturity of such indebtedness and such default shall have continued unremedied, uncured or unwaived for a period long enough to permit such acceleration and any notice of default required to permit acceleration shall have been given; or (e) The average of the Delinquency Ratios for any reasonthree successive Month End Dates exceeds 15%; or (f) An Event of Bankruptcy shall have occurred and remained continuing with respect to Seller, API, any Originator or you default in the payment any Affiliate of any sum thereof; or (i) Any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings not disclosed in writing by Seller or API to the Agent and Purchaser prior to the date of money owed to iSolved; execution and delivery of this Agreement is pending against Seller, API or any Originator or (ii) any representation you make is incorrect material development not so disclosed has occurred in any material respect; litigation (iiiincluding, without limitation, derivative actions), arbitration proceedings or governmental proceedings so disclosed, which, in the case of clause (i) you default or (ii), in the reasonable opinion of the Agent is likely to materially adversely affect the financial position or business of Seller, API or any Originator or impair the ability of Seller, API or any Originator to perform its obligations under this addendumAgreement or any other Agreement Document; or (ivh) your funds areThe Aggregate Participation Amounts shall exceed the Participation Amounts Limit; or (i) The average of the Default Ratios for any three successive Month End Dates exceeds 5%; or (j) There shall have occurred any event which materially adversely affects the collectability of the Pool Receivables or there shall have occurred any other event which materially adversely affects the ability of Seller, any Originator or (i) (y) shall not be true at any time, insufficient ; or (k) The Internal Revenue Service shall file notice of a lien pursuant to cover Section 6323 of the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in Internal Revenue Code with regard to any manner for you of the assets of Seller or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upOriginator and such lien shall not have been released and such lien shall not have been released within 8 Business Days, or composition the Pension Benefit Guaranty Corporation shall, or adjustment shall indicate its intention to, file notice of debtsa lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of Seller or any Originator and such lien shall not have been released within 8 Business Days; or (vil) One Person, or a group of Persons acting in concert that are unacceptable to the Originating Bank notifies iSolved that it is no longer willing Agent or the Purchaser obtain, in one or more transactions, control of more than 50% of the issued and outstanding shares of capital stock of API having the power to originate debits and credits for you elect a majority of directors of API; or Seller or any Originator other than API ceases to be a wholly-owned Subsidiary of API; or (m) The average of the Dilution Ratios for any reason whatsoever three successive Month End Dates exceeds 8%; (including without limitation, n) The average of the return of a debit entry or insufficient or uncollected funds)Net Charge-Off Ratios for any three successive Month End Dates exceeds 2%; or (viio) The Seller's Tangible Net Worth is less than $14,000,000; or (p) A Purchase and Sale Termination Event (as defined in Exhibit IV to the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viiiPurchase and Sale Agreement) iSolved’s agreement with the Originating Bank is terminatedoccurs.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing (whether before or after the adoption of this Agreement by the Company’s stockholders): (a) by the mutual written consent of Parent and the Company; (b) by Parent if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on the three (3) month anniversary of the date of this Agreement (the “Expiration Date”) (other than as a result of any failure on the part of Parent to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this addendum Agreement or in any other agreement or instrument delivered to the contrary, Company in connection with the transactions contemplated by this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further Agreement); (c) by the Company if (i) the Closing has not taken place on or before 5:00 p.m. (Pacific time) on the Expiration Date (other than as a result of any failure on the part of the Company or any of the stockholders of the Company to comply with or perform any covenant or obligation set forth in this Agreement or in any other agreement or instrument delivered to Parent in connection with the transactions contemplated by this Agreement) or (ii) if Parent breaches its obligation to consummate the Merger pursuant to provide Section 1.3; (d) by either Parent or the Company if: (i) a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any Services other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to you, if the Merger by any one Governmental Body that would make consummation of the following occurs Merger illegal; (a “Termination Event”): e) by Parent if: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or of the Originating Bank for any reasonrepresentations and warranties of the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in the payment of any sum of money owed to iSolvedSection 6.1 would not be satisfied; or (ii) any representation you make is incorrect of the covenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any material respect; of the representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts during the period between the date Parent notifies the Company in writing of the existence of such inaccuracy or breach and the Expiration Date (iii) you default the “Company Cure Period”), then Parent may not terminate this Agreement under this addendum; Section 8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (ivit being understood that Parent may not terminate this Agreement pursuant to this Section 8.1(e) your funds are, at any time, insufficient with respect to cover such inaccuracy or breach if such inaccuracy or breach is cured prior to the net payroll and/or related taxes for your Payees, expiration of the Company Cure Period); (vf) by the Company if: (ai) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts Parent’s representations and warranties contained in this Agreement shall be inaccurate as they become due, (d) you make any assignment for of the benefit date of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upthis Agreement, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return shall have become inaccurate as of a debit entry or insufficient or uncollected funds); (vii) date subsequent to the Payee Authorization is terminated (unless replaced by another Payee Authorization)date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied; or (viiiii) iSolvedif any of Parent’s agreement covenants contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in any of Parent’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent is curable by Parent through the use of reasonable efforts during the period between the date the Company notifies Parent in writing of the existence of such inaccuracy or breach and the Expiration Date (the “Parent Cure Period”), then the Company may not terminate this Agreement under this Section 8.1(f) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the Originating Bank expiration of the Parent Cure Period); or (g) by Parent if the Required Merger Stockholder Vote is terminatednot obtained within twenty four (24) hours after the execution of this Agreement.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if The occurrence of any one or more of the following occurs events shall constitute a termination event (each, a “"Termination Event”): "): (a) failure on the part of the Borrower or Servicer to make any payment in full or in part hereunder which is or has become due under the terms of the Transaction Documents when the same becomes due and payable, including, without limitation, all Yield, Fees, Monthly Principal Payment Amount and the Required Principal Amount for each Payment Date; (b) failure on the part of the Borrower or any Seller to duly observe or to perform any material term, covenant, agreement or undertaking set forth in any Transaction Document; (c) any representation or warranty of the Borrower or any Seller in any of the Transaction Documents is discovered to be untrue in any material respect or any statement or certificate furnished by the Borrower, any Seller or Servicer pursuant hereto or thereto is discovered to be untrue in any material respect on the date as of which the facts therein set forth or so certified were deemed to have been made; (d) the Borrower, any Seller, the Servicer or any of their respective Subsidiaries (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reasonshall generally not pay, or you default shall be unable to pay, or shall admit in the payment of any sum of money owed writing its inability to iSolvedpay its debts as such debts become due; or (ii) any representation you shall make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or for a substantial part of its assets; or (eiii) you become a bankrupt party shall commence any proceeding under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolutionarrangements, liquidationreadjustment of debt, winding-up, dissolution or composition liquidation law or adjustment statute of debtsany jurisdiction whether now or hereafter in effect; or (viiv) the Originating Bank notifies iSolved that shall have had any such action or application filed or any such proceeding commenced against it in which an order for relief is no longer willing to originate debits and credits for you for any reason whatsoever requested or entered or an adjudication or appointment is made (including without limitation, the return which application or proceeding is not dismissed within sixty (60) days of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorizationfiling); or (viiiv) iSolved’s agreement with shall indicate, by any act or omission, its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the Originating Bank is terminated.appointment of a custodian, receiver, or trustee for all or any substantial part of its properties; or (vi) shall suffer any such custodianship, receivership, or trusteeship or the occurrence of any event or existence of any condition which could be the ground, basis or cause for any action, application, proceeding or petition described in this Section 8.1(d)

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) Closing: (a) you cease operations, by mutual written consent of Lessee and Purchaser; (b) by Purchaser, upon a receiverbreach of any representation, custodianwarranty, trustee covenant, obligation or liquidator becomes responsible agreement on the part of Lessee set forth in this Agreement, in any manner for you case such that the conditions set forth in Section 6.2(a) or any 6.2(b), as the case may be, are not satisfied or would be incapable of your assets, being satisfied within 30 days after the giving of written notice of such breach to Lessee; (c) you by Lessee, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of Purchaser, such that the conditions set forth in Section 6.3(a) or 6.3(b) are unable not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice of such breach to pay your debts as they become due, Purchaser; (d) you make by either Lessee or Purchaser if any assignment for court of competent jurisdiction in the benefit United States shall have issued a final and unappealable permanent injunction, order, judgment or other decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the consummation of creditorsthe transactions contemplated hereby, provided that the party seeking to terminate this Agreement under this clause (d) is not then in material breach of this Agreement and provided, further, that the right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling; (e) you become a bankrupt party under by either Lessee or Purchaser if the United States bankruptcy code or either involuntarily or voluntarily becomes Transaction Agreement shall have been terminated in accordance with its terms; and (f) automatically if the subject Transaction has not been consummated within six months from the date of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedthis Agreement.

Termination Events. Notwithstanding anything This Agreement may be terminated and the obligations of the parties hereunder shall thereupon cease (except with respect to those obligations theretofore accrued or to which by the express provisions of this Agreement survive such termination) at any time during the term hereof as follows: (a) Either party may terminate this Agreement upon thirty (30) days’ prior written notice served by such party upon the other party, which notice shall state such party’s intent to terminate this Agreement. (b) A non-defaulting party may terminate this Agreement if any default occurs in this addendum the performance of any obligation hereunder and such default continues for fifteen (15) days after written notice from such non-defaulting party to the contrarydefaulting party, this addendum which termination shall become effective as of the expiration of such fifteen (15) day period; provided however, if the default is of such a nature that it cannot be cured in such fifteen (15) day period, the defaulting party shall not be deemed to be in default if it commences to cure the default within such fifteen (15) day period and thereafter diligently pursues such cure to completion. (c) This Agreement may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide upon the occurrence of any Services to you, if any one of the following occurs (a “Termination Event”): events: (i) any debit to your Account for funding is dishonored the filing by or otherwise returned to iSolved against either party of an involuntary petition in bankruptcy or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolvedsimilar proceeding; (ii) any representation you make is incorrect in any material respectthe adjudication of a party as bankrupt or insolvent; (iii) you default under this addendumthe appointment of a receiver or trustee to take possession of all or substantially all of the assets of a party; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any general assignment by a party for the benefit of creditors; or (v) any other action taken or suffered by a party under state or federal insolvency or bankruptcy law, or any comparable law which is now or hereafter may be in effect. Upon the occurrence of any such event, the non-defaulting party may, at its option, terminate this Agreement by written notice to the defaulting party, and upon the giving of such notice this Agreement and the term hereof shall immediately terminate. (d) This Agreement may be terminated immediately upon giving written notice to Manager if Manager, without the prior written consent of Owner, shall assign, transfer or otherwise alienate its rights and obligations hereunder or attempt to do any of the same in violation of Section 9.2 hereof. (e) you become a bankrupt This Agreement may be terminated immediately upon the giving of written notice by any party under hereunder to the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; party if (vii) the Originating Bank notifies iSolved that it is no longer willing Property shall be damaged or destroyed to originate debits the extent of 25% or more by fire or other casualty and credits for you for any reason whatsoever (including without limitation, the return of a debit entry Owner elects not to restore or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); replace such property or (viiiii) iSolved’s agreement with there shall be a condemnation or deed in lieu thereof of 10% or more of the Originating Bank is terminatedProperty.

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated prior to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, Closing: (a) by the Purchaser or Purchaser Sub if any one of the following occurs (a “Termination Event”): (i) there is a material Breach of any debit covenant or obligation of the Seller and such Breach shall not have been cured within fifteen days after the delivery of notice thereof to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reasonSeller, or you default in the payment of any sum of money owed to iSolved; (ii) the Purchaser or Purchaser Sub reasonably determines that the timely satisfaction of any representation you make is incorrect condition set forth in any material respect; Section 5 has become impossible or impractical (iii) you default under this addendum; (iv) your funds are, at any time, insufficient assuming the party responsible for the satisfaction of such condition were to cover use its Best Efforts to cause the net payroll and/or related taxes for your Payees, (vcondition to be satisfied) (a) you cease operations, other than as a result of any failure on the part of the Purchaser or Purchaser Sub to comply with or perform its covenants and obligations set forth in this Agreement); (b) by the Seller if (i) there is a receivermaterial Breach of any covenant or obligation of the Purchaser or Purchaser Sub and such Breach shall not have been cured within fifteen days after the delivery of notice thereof to the Purchaser and Purchaser Sub, custodian, trustee or liquidator becomes (ii) the Seller reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible or impractical (assuming the party responsible for the satisfaction of such condition were to use its Best Efforts to cause the condition to be satisfied) (other than as a result of any failure on the part of the Seller to comply with or perform any covenant or obligation set forth in any manner for you or any of your assets, this Agreement); (c) you are unable by the Purchaser or Purchaser Sub if the Closing has not taken place on or before December 31, 2006 (other than as a result of any failure on the part of the Purchaser or Purchaser Sub to pay your debts as they become due, comply with or perform its covenants and obligations under this Agreement); (d) you make by the Seller if the Closing has not taken place on or before December 31, 2006 (other than as a result of any assignment for failure on the benefit part of creditors, the Seller to comply with or perform any covenant or obligation set forth in this Agreement); (e) you become a bankrupt party under by the United States bankruptcy code Purchaser or either involuntarily or voluntarily becomes the subject of Purchaser Sub at any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you time for any or no reason whatsoever prior to the acceptance of all Delayed Schedules by Purchaser and Purchaser Sub as set forth in Section 4.12; or (including without limitationf) by the mutual written consent of the Purchaser, Purchaser Sub and the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedSeller.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum This Agreement may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide ------------------- upon the occurrence of any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) events: (a) you cease operations, The Parties may terminate this Agreement by written mutual consent of both Parties in each Party's sole discretion at any time prior to the Closing Date. (b) a receiverEither Purchaser or Seller may terminate this Agreement upon written notice to the other Party if the Closing has not occurred on or before July 21, custodian2006 or such other date as the Parties may agree upon in writing; provided that the Party seeking to terminate this Agreement under this Section 11.1(b) has not breached or defaulted hereunder and has performed or stands ready, trustee or liquidator becomes responsible in any manner for you or any of your assetswilling, and able to perform, its obligations under this Agreement. (c) you are unable Either Purchaser or Seller may terminate this Agreement upon written notice to pay your debts as they the other Party if there shall be any Governmental Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or if any court of competent jurisdiction or other Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall not be subject to appeal or shall have become due, final and unappealable. (d) you make Purchaser may terminate this Agreement if Seller has failed to comply with any assignment for material term or condition of this Agreement and such failure (other than any failure to satisfy any condition set forth in Article VIII on the benefit date such condition is required to be satisfied) is not cured within ten (10) Business Days of creditorswritten notice of such breach, as long as Purchaser is not in breach of this Agreement at such time. (e) you become a bankrupt party under Seller may terminate this Agreement if Purchaser has failed to comply with any material term or condition of this Agreement and such failure (other than any failure to satisfy any condition set forth in Article IX on the United States bankruptcy code date such condition is required to be satisfied) is not cured within ten (10) Business Days of written notice of such breach as long as Seller is not in breach of this Agreement at such time. (f) Purchaser or either involuntarily or voluntarily becomes Seller may terminate this Agreement in the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return event of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedMaterial Adverse Change.

Termination Events. Notwithstanding anything A Party has the right, but not the obligation, to terminate this Agreement when and in the manner described in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide Section 15.2 following an occurrence of any Services to you, if any one of the following occurs events, conditions or circumstances specified below (each a “Termination Event”): ): (a) If at any time an Event of Default has occurred and is then continuing, a Party may, by written notice to the other Party specifying the relevant Event of Default, designate the day that is twenty (20) calendar days after the day such notice is effective as the date this Agreement is terminated prior to the expiry of the Contract Term and shall be able to exercise any other remedies available to it at law or in equity. For greater certainty, once such notice has been delivered to a Party, this Agreement will terminate on the designated Early Termination Date, notwithstanding any attempts by the Defaulting Party to remedy or otherwise cure the Event of Default, unless the non-Defaulting Party has in its sole discretion determined it will rescind the termination of this Agreement and delivers a written notice to the Defaulting Party expressly rescinding the termination of this Agreement prior to the specified Early Termination Date; (b) Immediately upon providing written notice to the non-terminating Party, if after giving effect to any applicable provisions in this Agreement, due to an event or circumstance (other than any action taken by the terminating Party) it becomes unlawful under any applicable law for the terminating Party: (i) to perform any debit to your Account for funding is dishonored absolute or otherwise returned to iSolved or the Originating Bank for any reasoncontingent obligation under this Agreement, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you to make is incorrect a payment or delivery in any material respect; respect of this Agreement, (iii) you default under to receive a payment or delivery in respect of this addendum; Agreement or (iv) your funds areto comply with any other material provision of this Agreement, at any time, insufficient to cover in each case (i)-(iv) that is not waived in writing by the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, non- terminating Party upon written request by the terminating Party; (c) you are unable Immediately upon providing written notice to pay your debts as they become duethe non-terminating Party, if, after giving effect to any applicable provisions in this Agreement, the non-terminating Party is by reason of Force Majeure prevented from complying with any material provision of this Agreement for a period of 180 consecutive calendar days; or (d) you make Immediately upon MH providing written notice to Basin, but no earlier than the expiration date of the Existing NEB Permit, if after giving effect to any assignment for applicable provisions in this Agreement, MH is unable to obtain a new permit to replace the benefit of creditors, Existing NEB Permit in accordance with Article XVII. (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated[TRADE SECRET DATA EXCISED].

Termination Events. Notwithstanding anything This Agreement may, by notice given prior to or at the Closing, be terminated: (i) by either MTNO or D&SE if the other party has committed a material breach of any provision of this Agreement and such breach has not been waived; (ii) by MTNO if any of the conditions in Section 8 have not been satisfied as of the time of Closing or if satisfaction of such a condition is or becomes impossible (other than through the failure of MTNO to comply with its obligations under this addendum Agreement) and MTNO has not waived such condition on or before the Closing; (iii) by D&SE, if any of the conditions in Section 9 has not been satisfied at the Closing or if satisfaction of such a condition is or becomes impossible (other than through the failure of D&SE to comply with their obligations under this Agreement) and D&SE has not waived such condition on or before the contraryClosing; (iv) by mutual consent of MTNO and D&SE; or (v) By either party to this Agreement in the event the Closing does not occur on before the expiration of sixty (60) days from the date hereof, this addendum may time being of the essence with respect thereto. In the event the Closing does not occur within such period solely as a result of MTNO's failure or refusal to close and not as a result of Force Majeure or D&SE's default, then in such event, D&SE shall have the right to retain the Deposit as its liquidated damages and not as a penalty, which damages would be immediately terminated at iSolved’s option and without prior noticeotherwise difficult or impossible to determine with precision. The Escrow Agent shall pay same to D&SE as provided in the Escrow Deposit Agreement, and iSolved will whereupon, the parties hereto shall have no further obligation to the other and this Agreement shall have no further force and effect. In the event MTNO or D&SE shall elect to provide any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under terminate this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party Agreement under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject provisions of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vithis subparagraph 13(a)(v) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitationother than MTNO's failure or refusal to close as heretofore provided, then in such event, upon the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with Deposit to MTNO, this Agreement shall be of no further force and effect and no party hereto shall have any further liability to the Originating Bank is terminatedother.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryParties by Law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated hereby may be abandoned at iSolved’s option any time prior to the Closing: (a) by mutual written consent of Xxxxxxx and without prior noticeXxxxx; (b) by either Sellers or Buyer by giving written notice to the other Party if the Closing shall not have occurred by the date that is one hundred eighty (180) days after the date of this Agreement (the “Termination Date”), unless extended by written agreement of Sellers and Buyer; provided, however, that if the only conditions that have not been satisfied or waived as of the Termination Date are the obtaining of any Consents from any Governmental Authority, the Termination Date shall be automatically extended for an additional sixty (60) days; and provided, further, however, that the right to terminate this Agreement under this subsection (b) shall not be available to any Party whose breach of its obligations under this Agreement has been a cause of, or resulted in, the failure of the transactions contemplated hereby to be consummated by such time; (c) by either Sellers or Buyer by giving written notice to the other Party if such other Party has breached its representations, warranties, covenants, agreements or other obligations hereunder in a manner that renders impossible the satisfaction of any condition of such Party giving notice set forth in Article VII not to be satisfied and such breach is incapable of being cured; provided, however, that the right to terminate this Agreement under this subsection (c) shall not be available to any Party who is then in material breach of any of its representations, warranties, covenants, agreements or other obligations hereunder; (d) by either Sellers or Buyer by giving written notice to the other Party if any Governmental Authority shall have issued a Governmental Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and iSolved will such Governmental Order or other action shall not be subject to appeal or shall have no further obligation become final and unappealable; provided, however, that the right to terminate this Agreement under this subsection (d) shall not be available to provide any Services to youParty whose breach of its obligations under this Agreement has been a cause of, if any one or resulted in, the failure of the following occurs transactions contemplated hereby to be consummated by such time; (a “Termination Event”): e) by Sellers if (i) all the conditions set forth in Section 7.1 and Section 7.3 have been satisfied (and continue to be satisfied) or irrevocably waived (other than any debit to your Account for funding is dishonored or otherwise returned to iSolved or such conditions which by their terms are not capable of being satisfied until the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; Closing Date) and (ii) Buyer does not consummate the transactions contemplated hereby within five (5) Business Days following the day the Closing is required to occur pursuant to Section 2.2; (f) by Buyer if (i) all the conditions set forth in Section 7.2 and Section 7.3 have been satisfied (and continue to be satisfied) or irrevocably waived (other than any representation you make such conditions which by their terms are not capable of being satisfied until the Closing Date) and (ii) Sellers do not consummate the transactions contemplated hereby within five (5) Business Days of the day the Closing is incorrect required to occur pursuant to Section 2.2; or (g) by Buyer in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement accordance with the Originating Bank is terminatedSection 6.11.

Termination Events. Notwithstanding anything in this addendum (a) Without prejudice to other remedies which may be available to the contraryparties by law or this Agreement, this addendum Agreement may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): transactions contemplated herein may be abandoned: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or by mutual consent of the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; parties hereto. (ii) by any representation you make is incorrect in any material respectparty by notice to the other party if the Initial Closing shall not have been consummated within sixty (60) days after the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach of this Agreement by Company or Stockholders, on the one hand, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) you default under by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree of any nature of any Governmental Authority of competent jurisdiction is issued that prohibits the consummation of the Purchase and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking to terminate this addendum; Agreement pursuant to this clause (iviii) your funds areshall have used its reasonable best efforts to have such injunction, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, order or decree vacated or denied. (b) a receiver, custodian, trustee or liquidator becomes responsible in The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any manner for you or any termination of your assets, this Agreement. (c) you are unable In the event either party wishes to pay your debts as they become dueterminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (dstating the reasons for such termination) you make shall promptly be given to the other party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any assignment for of the benefit of creditorsparties hereto; provided, (e) you become a bankrupt however, that nothing herein shall relieve any party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you from liability for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedbreach hereof.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing, notwithstanding approval of this Agreement by the Company’s stockholders in accordance with the terms hereof: (a) by mutual written consent of Parent and the Company; (b) by either Parent or the Company, if there shall be any Legal Requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal, or if any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Merger shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 8.1(b) must have used all commercially reasonable efforts to remove any such Order prior to the Termination Date; (c) by either Parent or the Company, if this Agreement and the Merger shall not have been approved by the vote of the stockholders of the Company required by applicable Legal Requirements; provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) if the failure of the Company stockholders to approve this Agreement is attributable to a failure on the part of the Company to perform its obligations under this Agreement; (d) By Parent, if within 24 hours of the execution of this Agreement by each of the parties hereto, the Company shall not have delivered to Parent at least that number of fully executed Stockholder Written Consents representing the Requisite Stockholder Vote. (e) by Parent, (i) if any of the Company’s representations and warranties contained in this addendum Agreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), such that the condition to closing described in Section 6.1 would not be satisfied; or (ii) if any of the contraryCompany’s covenants contained in this Agreement shall have been breached such that the condition to closing described in Section 6.2 would not be satisfied; provided, however, that Parent may not terminate this addendum may be immediately terminated at iSolvedAgreement under this Section 8.1(e) on account of an inaccuracy in the Company’s option representations and without prior notice, and iSolved will have no further obligation warranties or on account of a breach of a covenant by the Company if such inaccuracy or breach is curable by the Company unless the Company fails to to provide any Services to youcure such inaccuracy or breach within 15 days after receiving written notice from Parent of such inaccuracy or breach; (f) by the Company, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored of Parent’s representations and warranties contained in this Agreement shall have been inaccurate as of the date of this Agreement or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment shall have become inaccurate as of any sum of money owed subsequent date (as if made on such subsequent date), such that the condition to iSolvedclosing described in Section 7.1 would not be satisfied; or (ii) if any representation you make is incorrect of Parent’s covenants contained in any material respectthis Agreement shall have been breached, such that the condition to closing described in Section 7.2 would not be satisfied; (iii) you default provided, however, that the Company may not terminate this Agreement under this addendumSection 8.1(f) on account of an inaccuracy in Parent’s representations and warranties or on account of a breach of a covenant by Parent if such inaccuracy or breach is curable unless Parent fails to cure such inaccuracy or breach within 15 days after receiving written notice from the Company of such inaccuracy or breach; or (ivg) your funds areby Parent or the Company, at any timeif the Closing has not taken place on or before September 30, insufficient to cover 2006 (the net payroll and/or related taxes for your Payees, (v“Termination Date”) (a) you cease operations, (b) other than as a receiver, custodian, trustee result of any failure on the part of the terminating party to comply with or liquidator becomes responsible in any manner for you or perform any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code its covenants or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected fundsobligations set forth in this Agreement); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryparties by law or this Agreement, this addendum Agreement may be immediately terminated and the transactions contemplated herein may be abandoned at iSolved’s option any time prior to the Effective Time: (a) by mutual written consent of NBC and without prior noticeXenon 2; (b) by either NBC or Xenon 2 by written notice to the other parties if the transactions contemplated by this Agreement have not been consummated by December 31, and iSolved will have no further obligation to to provide any Services to you1999, if any one unless extended by written agreement of the following occurs parties hereto, provided that the party terminating this Agreement shall not be in material default or breach hereunder and provided, further, that the right to terminate this Agreement under this clause (a “Termination Event”): b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated by this Agreement on or before such date; (c) by either NBC or Xenon 2 if (i) any debit Governmental Authority, the consent or approval of which is required for the consummation of the transactions contemplated hereby, shall have determined not to your Account for funding is dishonored grant its consent or otherwise returned to iSolved approval and all appeals of such determination shall have been taken and have been unsuccessful or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect court of competent jurisdiction in any material respect; the United States shall have issued a final and unappealable permanent injunction, order, judgment or other decree (iiiother than a temporary restraining order) you default restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, provided that the party seeking to terminate this Agreement under this addendum; clause (ivc) your funds areis not then in material breach of this Agreement and provided, further, that the right to terminate this Agreement under this clause (c) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling; (d) by either NBC or Xenon 2 if upon a vote at a duly held Xoom Stockholders Meeting or any timeadjournment thereof, insufficient the Xoom Stockholder Approval shall not have been obtained or by NBC if upon a vote at a duly held Xenon 2 Stockholders Meeting or any adjournment thereof, the Xenon 2 Stockholder Approval shall not have been obtained; (e) by NBC if the Board of Directors of Xoom or Xenon 2 or any committee thereof shall have withdrawn or modified in a manner adverse to cover NBC its approval or recommendation of this Agreement, the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you Xenon 2 Merger Agreement or any of your assetsthe transactions contemplated hereby or thereby; (f) by NBC if the Board of Directors of Xoom shall have accepted or recommended a Takeover Proposal or shall have resolved to do so; (g) by Xoom or Xenon 2, prior to the receipt of the Xoom Stockholder Approval, on five business days written notice, if, Xoom receives, without violating its obligations under Section 5.5 hereof, a bona fide Takeover Proposal from a third party on terms which the Board of Directors of Xoom (ci) you are unable determines in good faith and after consultation with a financial advisor of nationally recognized reputation to pay your debts as they become duebe more favorable to the Xoom stockholders than the transactions contemplated by this Agreement and (ii) concludes in good faith based on the advice of outside legal counsel that termination of this Agreement is required to comply with its fiduciary duties under applicable law; or (h) by either NBC or Xenon 2 in the event there has been a material default or breach by (x) NBC, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upwhere Xenon 2 is terminating this Agreement, or composition (y) Xoom or adjustment Xenon 2, where NBC is terminating this Agreement, in each case which default or breach is not curable, or if curable, is not cured within 30 days after written notice of debts; such breach is given by the non-breaching party. (vii) automatically and without any action by the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, parties upon the return termination of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedXenon 2 Merger Agreement.

Termination Events. Notwithstanding anything in The Agreement may, by notice given prior to or at the Closing, be terminated as follows: (a) Upon the mutual written consent of Group and Group Subsidiary on the one hand and the ProMed Parties on the other hand, this addendum Agreement may be terminated on such terms and conditions as agreed; or (b) By written notice of Group and Group Subsidiary on the one hand to the contraryProMed Parties on the other hand if ProMed Pomona or any of the Principal ProMed Shareholders breaches in any material respect any of its representations or warranties or defaults in any material respect in the observance or in the due and timely performance of any of its covenants or agreements herein contained and such breach or default shall not be cured prior to the earlier of the Closing Date or 30 days of the date of notice of breach or default served by Group or Group Subsidiary; or (c) By written notice of the ProMed Parties on the one hand to Group and Group Subsidiary on the other hand if Group or Group Subsidiary breaches in any material respect any of its representations or warranties or defaults in any material respect in the observance or in the due and timely performance of any of its covenants or agreements herein contained and such breach or default shall not be cured prior to the earlier of the Closing Date or 30 days of the date of notice of breach or default served by the ProMed Parties; or (d) By written notice of Group and Group Subsidiary to the ProMed Parties or by the ProMed Parties to Group and Group Subsidiary if any court of competent jurisdiction shall have issued any order, this addendum may be immediately terminated at iSolved’s option decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the contemplated transactions; or (e) By written notice of Group and without prior noticeGroup Subsidiary to the ProMed Parties, or by the ProMed Parties to Group and iSolved will have no further obligation to to provide any Services to youGroup Subsidiary, if any one court, legislative body or governmental or regulatory authority has taken, or is reasonably expected to take, any action that would make the consummation of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored transactions contemplated hereby inadvisable or otherwise returned to iSolved undesirable as determined by Group or the Originating Bank for any reason, or you default ProMed Parties in its sole discretion; or (f) By written notice of Group and Group Subsidiary to the ProMed Parties if it shall become apparent in the payment judgment of Group and Group Subsidiary reasonably exercised that any sum condition to Group’s or Group Subsidiary’s obligation to close as set forth in Article 6 hereof will not be satisfied before the Closing Date; or (g) By written notice of money owed the ProMed Parties to iSolved; (ii) Group and Group Subsidiary if it shall become apparent in the judgment of the ProMed Parties reasonably exercised that any representation you make condition to the ProMed Parties’ obligation to close as set forth in Article 6 hereof will not be satisfied before the Closing Date Notwithstanding the foregoing, no party hereto may effect a termination hereof at such time such party is incorrect in any material respect; (iii) you default under or breach of this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedAgreement.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by the Purchaser if the Closing has not taken place on or before 5:00 p.m. (California time) on December 31, 2015 (the “End Date”) (other than as a result of any failure on the part of Parent or the Purchaser to comply with or perform any covenant or obligation of Parent or the Purchaser set forth in this addendum to Agreement); (c) by the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide Seller if the Closing has not taken place on or before 5:00 p.m. (California time) on the End Date (other than as a result of any Services to you, if any one failure on the part of the following occurs Seller to comply with or perform any covenant or obligation set forth in this Agreement or of any Stock Recipient Member to comply with or perform any covenant or obligation set forth in the Support Agreement entered into by such Stock Recipient Member); (a “Termination Event”): d) by the Purchaser or the Seller if: (i) a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any debit to your Account for funding is dishonored other action, having the effect of permanently restraining, enjoining or otherwise returned prohibiting the Asset Purchase Transaction; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to iSolved or the Originating Bank for Asset Purchase Transaction by any reasonGovernmental Body that would make consummation of the Asset Purchase Transaction illegal; (e) by the Purchaser if: (i) there shall have occurred a Material Adverse Effect, or you default in the payment of any sum of money owed event, circumstance or other Effect shall have occurred or shall exist that, considered together with all other events, circumstance and other Effects, would reasonably be expected to iSolvedhave a Material Adverse Effect; (ii) any representation you make is incorrect of the representations and warranties of the Seller contained in any material respectthis Agreement shall be inaccurate as of the Original Agreement Date, or shall have become inaccurate as of a date subsequent to the Original Agreement Date, such that, if such inaccuracy occurred or was continuing as of the Closing Date, the condition set forth in Section 7.1 would not be satisfied; or (iii) you default any of the covenants or obligations of the Seller contained in this Agreement shall have been breached such that, if such breach occurred or was continuing as of the Closing Date, the condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in any of the representations and warranties of the Seller or a breach of a covenant or obligation by the Seller is curable by the Seller through the use of reasonable efforts within 20 days after Parent and/or the Purchaser notifies the Seller in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then the Purchaser may not terminate this Agreement under this addendumSection 9.1(e) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period, provided the Seller, during the Seller Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Purchaser may not terminate this Agreement pursuant to this Section 9.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Seller Cure Period); or (ivf) your funds are, at any time, insufficient to cover by the net payroll and/or related taxes for your Payees, Seller if: (vi) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts the Purchaser’s representations and warranties contained in this Agreement shall be inaccurate as they become due, (d) you make any assignment for of the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upOriginal Agreement Date, or composition shall have become inaccurate as of a date subsequent to the Original Agreement Date, such that, if such inaccuracy occurred or adjustment was continuing as of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitationClosing Date, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization)condition set forth in Section 8.1 would not be satisfied; or (viiiii) iSolvedany of Parent’s agreement or the Purchaser’s covenants contained in this Agreement shall have been breached such that, if such breach occurred or was continuing as of the Closing Date, the condition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in any of the Purchaser’s representations and warranties or a breach of a covenant by Parent or the Purchaser is curable by Parent and/or the Purchaser through the use of reasonable efforts within 20 days after the Seller notifies Parent and/or the Purchaser in writing of the existence of such inaccuracy or breach (the “Purchaser Cure Period”), then the Seller may not terminate this Agreement under this Section 9.1(f) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period, provided Parent and/or Purchaser, during the Purchaser Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Seller may not terminate this Agreement pursuant to this Section 9.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the Originating Bank is terminatedexpiration of the Purchaser Cure Period).

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Purchaser and the Selling Shareholders; (b) by either the Purchaser or the Selling Shareholders if the Closing has not taken place on or before 5:00 p.m. (U.S. Pacific time) on March 15, 2008 (other than as a result of any failure on the part of the Party wishing to terminate to comply with or perform any covenant or obligation set forth in this addendum Agreement (or in any other agreement or instrument entered into by such Party in connection with the Contemplated Transactions); (c) by either the Purchaser or the Selling Shareholders if: (i) a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Contemplated Transactions; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide Contemplated Transactions by any Services to you, if any one Governmental Body that would make consummation of such transactions illegal; (d) by the following occurs (a “Termination Event”): Purchaser if: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or of the Originating Bank for representations and warranties of any reasonof the Selling Shareholders contained in this Agreement shall be inaccurate as at the date of this Agreement, or you default shall have become inaccurate as at a date subsequent to the date of this Agreement, such that any of the conditions set forth in the payment of any sum of money owed to iSolvedSection 7.1 would not be satisfied; or (ii) any representation you make is incorrect of the covenants of any of the Selling Shareholders contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in any material respect; of the representations and warranties of any of the Selling Shareholders as at a date subsequent to the date of this Agreement or a breach of a covenant by any of the Selling Shareholders is curable by a Selling Shareholder through the use of commercially reasonable efforts within 30 days after the Purchaser notifies the Selling Shareholder in writing of the existence of such inaccuracy or breach (iii) you default the “Selling Shareholders Cure Period”), then the Purchaser may not terminate this Agreement under this addendumSection 9.1(d) as a result of such inaccuracy or breach prior to the expiration of the Selling Shareholders Cure Period, provided the Selling Shareholders, during the Selling Shareholders Cure Period, continue to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Purchaser may not terminate this Agreement pursuant to this Section 9.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Selling Shareholders Cure Period); (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, or (e) you become a bankrupt party under by the United States bankruptcy code or either involuntarily or voluntarily becomes Selling Shareholders if: (i) any of the subject Purchaser’s representations and warranties contained in this Agreement shall be inaccurate as at the date of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upthis Agreement, or composition or adjustment shall have become inaccurate as at a date subsequent to the date of debts; (vi) this Agreement, such that the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization)condition set forth in Section 8.1 would not be satisfied; or (viiiii) iSolvedif any of the Purchaser’s agreement covenants contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in any of the Purchaser’s representations and warranties as at a date subsequent to the date of this Agreement or a breach of a covenant by the Purchaser is curable by the Purchaser through the use of commercially reasonable efforts within 30 days after the Selling Shareholders notify the Purchaser in writing of the existence of such inaccuracy or breach (the “Purchaser Cure Period”), then the Selling Shareholders may not terminate this Agreement under this Section 9.1(e) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period, provided the Purchaser, during the Purchaser Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Selling Shareholders may not terminate this Agreement pursuant to this Section 9.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the Originating Bank is terminatedexpiration of the Purchaser Cure Period).

Termination Events. Notwithstanding anything in The Agreement may, by notice given prior to or at the Closing, be terminated as follows: (a) Upon the mutual written consent of the Prospect Parties and the Northwest Parties, this addendum Agreement may be terminated on such terms and conditions as agreed; or (b) By written notice of the Prospect Parties to the contrary, this addendum may Northwest Parties if any Northwest Party breaches in any material respect any of its representations or warranties or defaults in any material respect in the observance or in the due and timely performance of any of its covenants or agreements herein contained and such breach or default shall not be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation cured within 30 days of the date of notice of breach or default served by the Prospect Parties; or (c) By written notice of the Northwest Parties to to provide any Services to youthe Prospect Parties, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect Prospect Party breaches in any material respect; (iii) you default under this addendum; (iv) your funds are, at respect any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee of its representations or liquidator becomes responsible warranties or defaults in any manner for you material respect in the observance or in the due and timely performance of any of your assets, (c) you are unable to pay your debts as they become due, its covenants or agreements herein contained and such breach or default shall not be cured within 30 days of the date of notice of breach or default served by the Northwest Parties; or (d) you make By written notice of the Prospect Parties to the Northwest Parties, or by the Northwest Parties to the Prospect Parties if any assignment for court of competent jurisdiction shall have issued any order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the benefit of creditors, contemplated transactions; or (e) you become a bankrupt party under By written notice of the United States bankruptcy code Prospect Parties to the Northwest Parties if any court, legislative body or either involuntarily governmental or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upregulatory authority has taken, or composition is reasonably expected to take, any action that would make the consummation of the transactions contemplated hereby inadvisable or adjustment undesirable as determined by the Prospect Parties in their sole discretion; or (f) By written notice of debts; the Prospect Parties to the Northwest Parties if it shall become apparent in the judgment of the Prospect Parties reasonably exercised that any condition to the obligation of the Prospect Parties to close, to which Northwest is obligated to perform as set forth in Section 6 will in fact not be satisfied prior to the Closing Date (vi) following prior notification of such judgment by the Originating Bank notifies iSolved Prospect Parties and a 30 day cure period in favor of the Northwest Parties and the failure thereafter to provide reasonable assurance to the Prospect Parties that it such condition will in fact be satisfied prior to the Closing Date). Notwithstanding the foregoing, no party hereto may effect a termination hereof at such time such party is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return in material default or breach of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedthis Agreement.

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated prior to the contrary, Effective Time (whether before or after adoption of this addendum may be immediately terminated at iSolvedAgreement by the Company’s option stockholders and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one whether before or after approval of the following occurs issuance of Parent Common Stock in the Merger by Parent’s stockholders, unless otherwise specified below): (a) by mutual written consent duly authorized by the boards of directors of Parent and the Company; (b) by either Parent or the Company if the Merger shall not have been consummated by August 15, 2007; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose action or failure to act has been a “Termination Event”): principal cause of the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (d) by either Parent or the Company if (i) the Company Stockholders’ Meeting (including any debit adjournments and postponements thereof) shall have been held and completed and the Company’s stockholders shall have taken a final vote on a proposal to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reasonadopt this Agreement, or you default in the payment of any sum of money owed to iSolved; and (ii) this Agreement shall not have been adopted at the Company Stockholders’ Meeting (and shall not have been adopted at any representation you make is incorrect in any material respectadjournment or postponement thereof) by the Required Company Stockholder Approval; (iii) you default provided, however, that the right to terminate this Agreement under this addendum; (ivSection 9.1(d) your funds are, at any time, insufficient shall not be available to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) Company where the failure to obtain the Required Company Stockholder Approval shall have been caused by the action or failure to act of the Company and such action or failure to act constitutes a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any material breach by the Company of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, this Agreement; (e) you become a bankrupt party under by either Parent or the United States bankruptcy code or either involuntarily or voluntarily becomes Company if the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever Parent Stockholders’ Meeting (including without limitation, any adjournments and postponements thereof) shall have been held and completed and Parent’s stockholders shall have taken a final vote on the return issuance of a debit entry shares of Parent Common Stock in the Merger and the issuance of Parent Common Stock in the Merger shall not have been approved at the Parent Stockholders’ Meeting (and shall not have been approved at any adjournment or insufficient or uncollected funds); (viipostponement thereof) by the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.Required Parent Stockholder Approval;

Termination Events. Notwithstanding anything in this addendum A. Upon the commencement of any bankruptcy or reorganization proceeding by or against either Party hereto (the “Defaulting Party”), the other Party hereto may, upon written notice to the contraryDefaulting Party, cease to perform any and all of its obligations under this Agreement and the purchase orders hereunder (including, without limitation, continuing work in progress and making deliveries or progress payments or down payments) unless the Defaulting Party shall provide adequate assurance, in the opinion of the other Party hereto, that the Defaulting Party will continue to perform all of its obligations under this Agreement and the purchase orders hereunder in accordance with the terms hereof, and will promptly compensate the other Party hereto for any actual pecuniary loss resulting from the Defaulting Party being unable to perform in full its obligations hereunder and under the purchase orders. If the Defaulting Party or the trustee thereof shall fail to promptly provide such adequate assurance, upon notice to the Defaulting Party by the other Party hereto, this addendum Agreement and all purchase orders hereunder shall be canceled. B. Either Party, at its option, may cancel this Agreement or any purchase order hereunder with respect to any or all of the Products to be immediately terminated at iSolved’s option and without prior furnished hereunder which are undelivered or not furnished on the effective date of such cancellation by giving the other Party written notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds areas hereinafter provided, at any time: (1) after a receiver of the other’s assets is appointed on account of insolvency, insufficient or the other makes a general assignment for the benefit of its creditors and such appointment of a receiver shall remain in force undismissed, unvacated or unstayed for a period of one hundred and twenty (120) days thereafter or (2) the other Party ceases to cover do business. Such notice of cancellation shall be given thirty (30) days prior to the net payroll and/or related taxes for your Payeeseffective date of cancellation, (v) (a) you cease operationsexcept that, (b) in the case of a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any voluntary general assignment for the benefit of creditors, such notice need not precede the effective date of cancellation. C. shall also have the right to terminate this Agreement until *****but such right not to extend beyond *****at which time either Purchaser or CFM may terminate this Agreement unless otherwise mutually agreed by Purchaser and CFM. In the event either Purchaser or CFM terminates this Agreement, ***** *****In the event of such termination of this Agreement pursuant to this provision, Purchaser agrees, ***** D. In addition to the provisions described above, this Agreement entered into by the Purchaser and CFM may be terminated: (e1) you become by CFM, in the event that Purchaser ceases to operate at least ***** aircraft powered by the Engines set forth herein, (2) by CFM, in the event that less than ***** aircraft powered by such Engines are in commercial service, (3) by either party, in the event that this Agreement is terminated as a bankrupt party under result of an Excusable Delay which continues for ***** or more; provided that if CFM provides ***** Confidential portions of the United States bankruptcy code or either involuntarily or voluntarily becomes material have been omitted and filed separately with the subject Securities and Exchange Commission. a substitute spare Engine for at least ***** pursuant to Article V.F. above, such ***** period shall be extended to *****, (4) by mutual consent of any other law relating to bankruptcythe parties, insolvency(5) by CFM, reorganization, dissolution, liquidation, winding-upif Purchaser ceases normal airline business operations, or composition (6) by CFM or adjustment Purchaser, upon any material breach by the other party which is not cured within ***** from receipt of debtswritten notice. Termination may result in applicable legal and equitable remedies which may include forfeiture of payments made on products not delivered, application of interest on amounts outstanding, repossession of products delivered, and off set of payments for outstanding balances; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.*****

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated at any time prior to the contrary, this addendum may be immediately terminated at iSolved’s option Closing: (a) by the mutual written agreement of Parent and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs Company; (a “Termination Event”): b) by Parent or Company: (i) any debit to your Account for funding on or after July 20, 2009, if the Closing shall not have occurred by the close of business on such date, provided that the terminating party is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you not in default in the payment of any sum of money owed to iSolvedits obligations hereunder; or (ii) if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any representation you make adverse determination which is incorrect in any material respect; appealable (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, and pursue such appeal with reasonable diligence). (c) you are unable by Parent if there is a material breach of any representation or warranty set forth in Article V or Article VI or any covenant or agreement to pay your debts as they become duebe complied with or performed by the Stockholders or Company pursuant to the terms of this Agreement or the failure of a condition set forth in Article X to be satisfied (and such condition is not waived in writing by Parent) on or prior to the Closing Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Article X to be satisfied on or prior to the Closing Date, provided that Parent may not terminate this Agreement prior to the Closing if Company has cured such failure within five (5) days of the delivery of written notice of such failure by Parent to Company; (d) you make any assignment for by Parent, if, within one (1) day after the benefit date of creditorsthis Agreement, Company has not obtained and delivered to Parent the written consent and approval of this Agreement and the transactions contemplated hereby by the Requisite Stockholders; or (e) you become by Company if there is a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject material breach of any other law relating representation or warranty set forth in Article VII or of any covenant or agreement to bankruptcybe complied with or performed by Parent, insolvency, reorganization, dissolution, liquidation, winding-upMerger Sub pursuant to the terms of this Agreement or the failure of a condition set forth in Article IX to be satisfied (and such condition is not waived in writing by Company) on or prior to the Closing Date, or composition the occurrence of any event which results or adjustment of debts; (vi) would result in the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return failure of a debit entry condition set forth in Article IX to be satisfied on or insufficient or uncollected funds)prior to the Closing Date; provided that Company may not terminate this Agreement prior to the Closing Date if Parent has cured such failure within five (vii5) days of the Payee Authorization is terminated (unless replaced delivery of written notice of such failure by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedCompany to Parent.

Termination Events. Notwithstanding anything in this addendum to The employment hereunder will terminate upon the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide occurrence of any Services to you, if any one of the following occurs events (a “the Termination Event”): ): (a) Employee dies, in which case the Company shall continue to pay the Base Compensation to the estate of the Employee for a period of ninety (90) days after such death; (b) The Company, by written notice to Employee or his personal representative, discharges Employee due to the inability to continue to perform the duties previously assigned to him prior to such injury or disability hereunder for a continuous period exceeding 180 days by reason of injury, physical or mental illness or other disability, which condition has been certified by a physician acceptable to the Company; provided, however, that prior to discharging Employee due to such disability, the Company shall give a written statement of findings to Employee or his personal representative setting forth specifically the nature of the disability and the resulting performance failures, and Employee shall have a period of thirty (30) days thereafter to respond in writing to the Company’s findings, whereupon the Company shall conduct a reasonable and fair hearing with the Employee and any supporting witnesses and evidence for the Employee to reach a final determination; (c) Employee is discharged by the Company for “Cause”. As used in this Agreement, the term “Cause” shall mean: (i) Employee’s final and unappealed conviction of (or pleading guilty or “nolo contendere” to) any debit felony or a misdemeanor involving dishonesty or moral turpitude; provided, however, that prior to your Account discharging Employee for funding Cause, the Company shall give a written statement of findings to Employee setting forth specifically the grounds on which Cause is dishonored or otherwise returned based, and Employee shall have a period of ten (10) days thereafter to iSolved or respond in writing to the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolvedCompany’s findings; or (ii) any representation you make is incorrect The discovery of issues concerning the Employee that would harm the company’s reputation, jeopardize its credibility with investors or clients, or give cause to question the integrity and reputation of the Employee. This includes, without limitation, items contained in any material respectEmployee’s application and resume and other items for which the Employee should have notified the employer of the existence of such facts or circumstances prior to employment. Employee shall have a period of ten (10) days thereafter to respond in writing to the Company’s findings; or (iii) you default under this addendum; The willful and continued failure of Employee to substantially perform his duties with the Company (other than any such failure resulting from illness or disability) after written demand of no less than ten (10) days for substantial performance is requested by the Company, which demand specifically identifies the manner in which it is claimed Employee has not substantially performed his duties, or (iv) your funds areEmployee is willfully and continuously engaged in material misconduct which has, or would reasonably be expected to have, a direct and material adverse monetary effect on the Company. For purposes of this Section 5, no act or failure to act on Employee’s part shall be considered “willful” if done, or omitted to be done, by Employee in good faith and with reasonable belief that Employee’s action or omission was in, or not opposed to, the best interest of the Company. No termination shall be effected for “Cause” unless Employee has been provided with specific written information as to the acts or omissions which form the basis of the allegation of for “Cause”, and Employee has had an opportunity to be heard, with counsel if he so desired, before the Company determines, by majority vote, in good faith, that Employee was guilty of conduct constituting for “Cause” as herein defined, specifying the particulars thereof in detail. (d) Employee is discharged by Company “without Cause”, which the Company may do at any time, insufficient with at least thirty (30) days advance written notice, subject to cover the net payroll and/or related taxes full performance of the obligations of the Company to the Employee for your PayeesBase Compensation, (v) (a) you cease operationsbenefits, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable and bonus payments pursuant to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.Section 6.2;

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing (whether before or after adoption of this Agreement by the Required Company Stockholder Vote): (a) by mutual written consent of Parent and the Company; (b) by either Parent or the Company if Merger I shall not have been consummated by February 28, 2003 (the “Termination Date”) (unless the failure to consummate Merger I is primarily caused by a failure on the part of the party seeking to terminate this Agreement to perform any material obligation required to be performed by such party at or prior to the Effective Time of Merger I); (c) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger; (d) by either Parent or the Company if (i) the Company Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and the Company’s stockholders shall have taken a final vote on a proposal to adopt this Agreement and (ii) this Agreement shall not have been adopted at the Company Stockholders’ Meeting (and shall not have been adopted at any adjournment or postponement thereof) by the Required Company Stockholder Vote; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 9.1(d) if the failure to have this Agreement adopted by the Required Company Stockholder Vote is attributable to a failure on the part of such party to perform any covenant in this addendum Agreement required to be performed by such party at or prior to the contrary, Effective Time of Merger I; (e) by Parent (at any time prior to the adoption of this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will Agreement by the Required Company Stockholder Vote) if a Triggering Event shall have no further obligation to to provide any Services to you, occurred; (f) by Parent if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or of the Originating Bank for any reasonCompany’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date) except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), such that the condition set forth in the payment of any sum of money owed to iSolved; Section 7.1 would not be satisfied or (ii) any representation you make of the Company’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that if such inaccuracy in the Company’s representations and warranties or a breach of a covenant by the Company is incorrect in any material respect; (iii) you default curable by the Company through the exercise of commercially reasonable efforts to cure such inaccuracy or breach, then Parent may not terminate this Agreement under this addendum; Section 9.1(f) on account of such inaccuracy or breach until the earlier of (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (viA) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return expiration of a debit entry fourteen (14) day period commencing upon delivery of written notice from Parent to the Company of such breach or insufficient inaccuracy and (B) the Company ceasing to exercise commercially reasonable efforts to cure such breach (it being understood that this Agreement shall not terminate pursuant to this Section 9.1(f) as a result of such particular breach or uncollected fundsinaccuracy if such breach by the Company is cured prior to such termination becoming effective); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.or

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated, without liability to the contraryParty terminating: (a) By either Party, this addendum may upon [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]' Notice to the other, at any time upon or after the Parties cease to be Affiliates. (b) By a Party, immediately terminated at iSolved’s option and without prior noticeupon Notice to the other Party, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): if: (i) any debit to your Account for funding is dishonored that other Party makes a general assignment of all or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment substantially all of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment its assets for the benefit of its creditors; (ii) that other Party applies for, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upconsents to, or composition acquiesces in the appointment of a receiver, trustee, custodian, or adjustment liquidator for its business or all or substantially all of debtsits assets; (iii) that other Party files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws; or (viiv) a petition seeking relief or reorganization under any bankruptcy or insolvency laws is filed against that other Party and is not dismissed within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]after it was filed. (c) By a Party, immediately upon Notice to the other Party, if that other Party's material breach of this Agreement continues uncured or uncorrected for [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after both the nature of that breach and the necessary cure or correction has been agreed upon by the Parties or otherwise determined by the Dispute Resolution Procedure. But if: (i) the Originating Bank notifies iSolved that Parties agree or it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitationdetermined by the Dispute Resolution Procedure that the material breach is not capable of being cured or corrected, the return of a debit entry or insufficient or uncollected funds)termination shall be effective immediately upon Notice, without any cure period; or (viiii) the Payee Authorization is terminated breaching Party (unless replaced A) reasonably requires longer than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct -- such as when the applicable Service Subcontract permits the Subcontractor longer than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct -- and (B) Notifies the non-breaching Party of the circumstances, then the cure period shall be extended for the reasonable time so required, so long as during that time the breaching Party diligently acts to effect that cure or correction; provided, however, that in no event shall this SECTION 10.1(c)(ii) apply to TCY's obligation to make payments to Sabre under this Agreement. A non-breaching Party's exercise of the remedy described in this SECTION 10.1(c) shall be conditioned upon its giving a Breach Notice to the other Party. (d) By Sabre, immediately upon Notice to TCY, if TCY has not paid the amount described in a Nonpayment Notice by another Payee Authorization); the [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after that Nonpayment Notice was given. A Party may not terminate this Agreement if the event or (viii) iSolved’s agreement with the Originating Bank is terminatedcircumstance described above in this SECTION 10.1, upon which that Party would rely in so terminating, was caused by that Party's breach of this Agreement.

Termination Events. Notwithstanding anything in this addendum herein or elsewhere to the contrary, this addendum Agreement may be immediately terminated at iSolved’s option and without the transactions contemplated hereby may be abandoned as follows: (a) At any time prior noticeto the Effective Time, and iSolved will have no further obligation to to provide any Services to you, if any one by the mutual consent of the following occurs Acquiror and the Company. (a “Termination Event”): b) By either Acquiror or the Company, at any time prior to the Effective Time, by action of the board of directors of either Acquiror or the Company if (i) the Merger shall not have been consummated by December 31, 2004, whether such date is before or after the date of approval by the shareholders of the Company (the "Termination Date"); provided, however, that the right to terminate this Agreement pursuant to this Section 7.01 shall not be available to any debit party whose failure to your Account for funding is dishonored perform any of its obligations under this Agreement primarily contributes to the failure of the Merger to be consummated by such time; provided, further, that the Termination Date may be extended not more than sixty days by either party by written notice to the other party if the Merger shall not have been consummated as a direct result of the condition set forth in Section 6.01(b) failing to have been satisfied and the extending party reasonably believes that the relevant approvals will be obtained during such extension period, or its board of directors determines by majority vote that, any statute, law, rule or regulation shall have been promulgated that prohibits the consummation of the Merger or if any Governmental Authority of competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling or other action each party hereto shall use its reasonable best efforts to have vacated or reversed in accordance with Section 5.02), in each case restraining, enjoining or otherwise returned to iSolved prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or the Originating Bank for any reason, other action shall have become final and non-appealable or you default (iii) in the payment case of the Company, an event or circumstance exists that results in any sum representation or warranty of money owed Acquiror or Acquiror Sub contained in this Agreement being untrue which would result in a failure of a condition set forth in Sections 6.02(a), 6.02(b) or 6.02(c) and which cannot be cured or has not been cured by the earlier of (A) twenty Business Days after the giving of written notice to iSolvedAcquiror of such event, circumstance or breach and (B) the Termination Date or, in the case of the Acquiror, an event or circumstance exists that results in any representation or warranty of the Company or any of its Subsidiaries contained in this Agreement being untrue which would result in a failure of a condition set forth in Sections 6.03(a), 6.03(b) or 6.03(c) and which cannot be cured or has not been cured by the earlier of (A) twenty Business Days after the giving of written notice to the Company of such event, circumstance or breach and (B) the Termination Date. (c) By the Acquiror if the Company, in accordance with applicable law, applicable stock exchange rules, the Company Articles and the Company By-Laws, has not taken all action reasonably necessary to convene the Company Meeting at least ten Business Days prior to the Termination Date; provided, however, that the Acquiror may not utilize the provision of this Section 7.01(c) if the Georgia Insurance, Safety and Fire Commissioner has issued an order restricting distribution of the Proxy Statement which has not been vacated, withdrawn, rescinded or otherwise become of no effect at least forty-five days prior to the Termination Date. (d) By the Company, prior to the Effective Time, by action of the Company Board if (i) the Company has complied with its obligations under Section 5.07 and the Company has given Acquiror prior written notice, of not less than the greater of seventy-two hours and two Business Days, of its intention to terminate this Agreement and accept or recommend a Superior Proposal and of the material terms and conditions of such Superior Proposal, provided that the termination described in this Section 7.01(d) shall not be effective unless and until the Company shall have paid to Acquiror the amounts specified in Section 7.03; (ii) Acquiror or Acquiror Sub has taken any representation you make is incorrect action (or failed to take any action) which would result in a failure of a condition set forth in Sections 6.02(a), 6.02(b) or 6.02(c) and which cannot be cured or has not been cured by the earlier of (A) twenty Business Days after the giving of written notice to Acquiror of such breach and (B) the Business Day immediately prior to Termination Date; or (iii) CMIC takes any material respectaction (or fails to take action) which results in the closing conditions set forth in the in the Alliance Agreement not being satisfied which cannot be cured or has not been cured by the earlier of (A) twenty Business Days after the giving of written notice to Acquiror of such breach and (B) the Business Day immediately prior to Termination Date. (e) By the Acquiror, prior to the Effective Time, by action of its board of directors if (i) the Company breaches any of its covenants in Section 5.07 or the Company has taken (or the Company Board shall have resolved to effect) any of the actions referred to in the first paragraph of Section 5.07; (ii) the Company Board fails to recommend that the shareholders of the Company approve this Agreement and any other matters required to be approved by the Company's shareholders for consummation of the Merger and the transactions contemplated hereby or a Change in Recommendation has occurred; (iii) you default under this addendumthe Company or any of its Subsidiaries has taken any action (or failed to take any action) which would result in a failure of a condition set forth in Sections 6.03(a), 6.03(b) or 6.03(c) and which cannot be cured or has not been cured by the earlier of (A) twenty Business Days after the giving of written notice to the Company of such breach and (B) the Business Day immediately prior to the Termination Date; or (iv) your funds are, at CSMIC or Shield takes any time, insufficient action (or fails to cover take action) which results in the net payroll and/or related taxes for your Payees, closing conditions set forth in the Alliance Agreement not being satisfied which cannot be cured or has not been cured by the earlier of (vA) twenty Business Days after the giving of written notice to Acquiror of such breach and (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (viB) the Originating Bank notifies iSolved that it is no longer willing Business Day immediately prior to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedTermination Date.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum This Agreement may be immediately unilaterally terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide penalty by the Licensee or the Licensor (in each case a "Terminating Party") in the manner set forth in Section 16.3 if there is the occurrence of any Services to you, if any one of the following occurs (a “Termination Event”): circumstances or events described below with respect to (i) if the Terminating Party is the Licensee, the Licensor, and (ii) if the Terminating Party is the Licensor, the Licensee (in each case, a "Terminated Party"): (a) any debit regulatory or court order is issued under or pursuant to your Account any applicable law of any jurisdiction in which the Terminated Party conducts a substantial portion of its business, which operates to prevent the Terminated Party from performing its obligations under this Agreement in a material respect and such order is not stayed or rendered ineffective within 90 days of its issuance, or a Third Party encumbrancer takes possession of all or a substantial part of the properties and assets of the Licensee, or if a distress or execution or any similar process is levied or enforced against the Licensee which affects such properties and assets and remains unsatisfied for funding 90 days; (b) any order to cease or suspend trading in any securities of the Licensee, or prohibiting or restricting the distribution of any of the Licensee's shares is dishonored made by any securities regulatory authority, including the TSX, NASDAQ or otherwise returned to iSolved any other competent authority in any jurisdiction where the Licensee's is a reporting issuer (or the Originating Bank for any reason, equivalent thereof) provided that: (i) the delisting of the securities of the Licensee from the NASDAQ national or you default in small capital markets shall not constitute a ground of termination under this Section 16.2 if the payment listing of any sum of money owed to iSolvedsuch securities on another recognized exchange is maintained; (ii) any representation you make such order is incorrect not made as a result of a take-over bid or another acquisition of a controlling interest in any material respectthe Licensee's by a Third Party; (iii) you default under this addendumsuch order has been effective for a period in excess of 30 days and has not been stayed or otherwise rendered ineffective; and (iv) your funds arethe Terminating Party has served a notice of termination to the Licensee in accordance with Section 16.3 within 90 days of the issuance of such order and while such order was in effect; (c) if the Terminated Party is prevented from complying, at either totally or in part, with any timeof the terms or provisions of this Agreement by reason of Force Majeure for a period longer than 180 days or the Terminated Party has failed to meet its obligations under Article 15; (d) in the event that, insufficient the performance thresholds set forth in Section 7.4 are not met by the Licensee, unless such non performance is caused by a default of the Licensor hereunder and Licensor has been notified of such default and has not cured the same in accordance with the terms and conditions set forth hereunder; (e) if the Terminated Party institutes any proceeding or takes any action or executes any agreement to cover authorize its participation in or commencement of any proceeding, or if any bona fide proceeding is commenced by a Third Party against or affecting the net payroll and/or related taxes for your PayeesTerminated Party and such proceeding is not discharged within 30 days from the commencement thereof, seeking (i) to adjudicate it a bankrupt or insolvent, (vii) (a) you cease operationsliquidation, (b) a receiverdissolution, custodianwinding-up, trustee reorganization, arrangement, protection, relief or liquidator becomes responsible in any manner for you composition of it or any of your assetsits property or debt, (ciii) you are unable a proposal with respect to pay your debts as they become due, (d) you make it under any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, windingreorganization or compromise of debts or other similar laws (including, without limitation, the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Winding-upUp and Restructuring Act (Canada) or any similar statute of any jurisdiction, including any statute governing the existence of the Terminated Party) or composition or adjustment of debts; (viiv) the Originating Bank notifies iSolved that appointment of a receiver, trustee, manager, liquidator, interim receiver or manager, agent, custodian or other official with similar powers or functions for it is no longer willing to originate debits and credits for you or for any reason whatsoever substantial part of its properties and assets (including without limitation, with respect to the return Licensee, the Production Facility) and, with respect to the Licensor , the Cascade Process or the intellectual property related to the production of a debit entry or insufficient or uncollected fundsResin); or (viif) in any other circumstances not covered by subsections (a) to (e) of this Section 16.2, if, while the Payee Authorization Terminating Party is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement in compliance in all material respects with its obligations under this Agreement, the Originating Bank is terminatedTerminated Party defaults in any material respect in the performance of its obligations under this Agreement and fails to cure that default within 30 days following written notice thereof from the Terminating Party.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryParties by Law or this Agreement, this addendum Agreement may be immediately terminated at iSolvedand the transactions contemplated herein may be abandoned: (a) by mutual consent of the Parties; (b) after the Outer Date, by any Party by notice to the other Party if the Closing shall not have been consummated on or prior to the Outer Date; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any Party whose action or failure or whose Affiliate’s option action or failure to perform any of its obligations under this Agreement, or failure to act in good faith, has been the principal cause of, or resulted in, the failure of the Closing to occur on or before such date; and without provided, further, that neither Purchaser nor Seller shall have the right to terminate this Agreement pursuant to this Section 8.1(b) in the event the other party has initiated Proceedings to specifically enforce this Agreement while such Proceedings are still pending; (c) by any Party prior notice, and iSolved will have no further obligation to the Closing by notice to provide any Services to youthe other Party, if any one a final, non-appealable Order enjoining or otherwise prohibiting consummation of the following occurs transactions contemplated by this Agreement has been issued after the date hereof by any federal or state court in the United States having jurisdiction (a “Termination Event”): unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable); provided, however, that the Party seeking to terminate this Agreement pursuant to this Section 8.1(c) shall have complied with Section 5.3 hereunder to prevent the entry of and to remove or avoid the imposition of such Order; (d) by Seller prior to the Closing, upon written notice to Purchaser, if (i) Purchaser shall have materially breached any debit of the covenants or agreements contained in this Agreement to your Account for funding be complied with by Purchaser unless, to the extent such breach is dishonored capable of being cured, Purchaser shall have cured such breach within fifteen (15) days of receiving notice from Seller of such breach or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) there exists a breach of any representation you make or warranty of Purchaser contained in this Agreement such that the closing condition set forth in Section 6.2(a) would not be satisfied and such breach is incorrect in any material respectincapable of being cured by the Outer Date; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, or (e) you become by Purchaser prior to the Closing, upon written notice to Seller, if (i) Seller shall have materially breached any of the covenants or agreements contained in this Agreement to be complied with by Seller, Seller Subsidiary, the Company or the Company Subsidiary unless, to the extent such breach is capable of being cured, Seller shall have cured such breach within fifteen (15) days of receiving notice from Purchaser of such breach or (ii) there exists a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject breach of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, representation or composition or adjustment warranty of debts; (viSeller contained in this Agreement such that the closing condition set forth in Section 6.3(a) would not be satisfied and such breach is incapable of being cured by the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedOuter Date.

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide If any Services to you, if any one of the following occurs events (each, a “Termination Event”): ) shall occur and be continuing: (ia) any debit to your Account for funding is dishonored or otherwise returned to iSolved the Borrower or the Originating Bank for any reason, or you Servicer shall default in the payment of any sum amount required to be made under the terms of money owed this Agreement; or (i) the Borrower shall fail to iSolvedperform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of the Originator set forth in any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than 20 days after written notice thereof shall have been given by the Agent or any Secured Party to such Person; or (c) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (d) a Servicer Termination Event occurs; or (e) any representation or warranty made or deemed made hereunder shall prove to be incorrect as of the time when the same shall have been made, and such incorrect representation or warranty shall not have been eliminated or otherwise cured within a period of 20 days after written notice thereof shall have been given by the Agent or any Secured Party to the Borrower; or (f) the amount of Advances Outstanding shall exceed the Maximum Availability, for more than three consecutive Business Days; or (g) an Overcollateralization Shortfall exists and continues unremedied for a period of three Business Days; or (h) a Required Equity Shortfall exists and continues unremedied for a period of three Business Days; or (i) the Borrower or the Originator agrees or consents to, or otherwise permits any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the Loans or the interests of the Conduit Lender; or (j) any Change in Control of the Borrower or Originator occurs; or (k) on each day during a period of five consecutive days, either (i) the aggregate Hedge Notional Amount is less than the product of the Hedge Percentage on such day and the Hedge Amount on that day, or (ii) any representation you make is incorrect Hedge Transaction fails to meet the requirements set forth in subsection 5.2(a); or (l) the Trustee on behalf of the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Collateral; or (m) the Rolling Three-Month Portfolio Yield does not equal or exceed 5.0% and such failure continues for a period of 15 consecutive days; or (n) the Rolling Three-Month Default Ratio shall exceed the percentage equivalent of a fraction, the numerator of which is $22,600,000 and the denominator of which is the Aggregate Outstanding Loan Balance; or (o) the Rolling Three-Month Charged-Off Ratio shall exceed the percentage equivalent of a fraction, the numerator of which is $15,100,000 and the denominator of which is the Aggregate Outstanding Loan Balance; or (p) the Rolling Twelve-Month Portfolio Charged-Off Ratio shall exceed 15.0%; or (q) both Xxxx Xxxxxxxxxxx and Xxx Xxxxxxx shall cease to be employed by the Borrower or Originator in the capacity as executive officers thereof; or (r) the Borrower or the Originator defaults in making any payment required to be made with respect to any material respectrecourse debt or other obligation to which either is a party and such default is not cured within the relevant cure period or any event or condition shall occur or exist that would cause or permit the acceleration of such recourse debt or other obligation, whether or not such event or condition has been waived or any such recourse debt or other obligation shall be declared to be due and payable or required to be prepaid (other than by scheduled payment) prior to maturity; or (iiii) you default a final judgment for the payment of money in excess of 10% of the Tangible Net Worth of the Originator shall have been rendered against the Originator or $100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, the Originator shall not have either: (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supersedes or otherwise during the pendency of such appeal or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $1,000,000 or $100,000, respectively, in settlement of any litigation; or (t) the Borrower shall become required to register as an “investment company” under this addendumthe 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act or any rules, regulations or orders issued by the SEC thereunder; or (ivu) your funds arethe business and other activities of the Borrower or the Originator, at including but not limited to, the acceptance of the Advances by the Borrower made by the Conduit Lender, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the Borrower or the Originator is a party result in a violation by the Originator, the Borrower, or any time, insufficient to cover other person or entity of the net payroll and/or related taxes for your Payees, 1940 Act or the rules and regulations promulgated thereunder; or (v) a Material Adverse Change in the operations of the Originator, the Servicer or the Borrower shall occur; or (a) you cease operations, (bw) a receiver, custodian, trustee or liquidator becomes responsible change in any manner for you binding law or any rule or regulation having the force of your assetslaw shall occur, which would cause the legal conclusions made in the true sale, non-consolidation and perfection opinions delivered in connection with the Transaction Documents to be incorrect; or (cx) you are unable the Borrower or its Affiliates shall enter into a binding engagement letter or similar letter of intent with any third party contemplating a structured financing transaction including the Collateral or assets comparable to pay your debts the Loans included in the Collateral as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating date prior to bankruptcythe date on which the Borrower or its Affiliates shall have consummated (or irrevocably committed to consummate) one or more structured financing transactions in which BMO or an Affiliate thereof shall act as administrative agent or sole or lead initial purchaser (or in a comparable capacity) representing an aggregate notional amount of at least $250,000,000, insolvency, reorganization, dissolution, liquidation, winding-up, if BMO shall have agreed to negotiate in good faith to offer to the Borrower or composition its affiliates substantially similar terms for a structured financing transaction comparable to the financing contemplated by such engagement letter or adjustment letter of debts; intent (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient similar agreement or uncollected fundsundertaking); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of Purchaser and Selling Shareholders; (b) by Purchaser if the Closing has not taken place on or before the End Date (other than as a result of any failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this addendum Agreement or in any other agreement or instrument delivered to the contrary, Company in connection with the transactions contemplated by this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide Agreement); (c) by Selling Shareholders if the Closing has not taken place on or before the End Date (other than as a result of any Services to you, if any one failure on the part of the following occurs Company or the Selling Shareholders to comply with or perform any covenant or obligation of the Company or the Selling Shareholders set forth in this Agreement or in any other agreement or instrument delivered to Purchaser in connection with the transactions contemplated by this Agreement); (d) by either Purchaser or the Selling Shareholders if: (i) a “Termination Event”): court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Body that would make consummation of such transactions illegal; (e) by Purchaser if: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved of the representations and warranties of the Company or the Originating Bank for any reasonSelling Shareholders contained in this Agreement shall not be true and correct as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in the payment of any sum of money owed to iSolvedSection 7.1 would not be satisfied; (ii) any representation you make is incorrect of the covenants of the Company or the Selling Shareholders contained in any material respectthis Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; or (iii) you default under this addenduma Material Adverse Effect shall have occurred and the change or effect resulting therefrom continues in effect such that the condition set forth in Section 7.4 would not be satisfied; or (ivf) your funds are, at any time, insufficient to cover by the net payroll and/or related taxes for your Payees, Selling Shareholders if: (vi) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts Purchaser’s representations and warranties contained in this Agreement shall be inaccurate as they become due, (d) you make any assignment for of the benefit date of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upthis Agreement, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return shall have become inaccurate as of a debit entry or insufficient or uncollected funds); (vii) date subsequent to the Payee Authorization is terminated (unless replaced by another Payee Authorization)date of this Agreement, such that the condition set forth in Section 8.1 would not be satisfied; or (viiiii) iSolvedif any of Purchaser’s agreement with covenants contained in this Agreement shall have been breached such that the Originating Bank is terminatedcondition set forth in Section 8.2 would not be satisfied.

Termination Events. Notwithstanding anything in this addendum Without prejudice to other remedies which may be available to the contraryParties by Law or this Agreement, this addendum Agreement may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, transactions contemplated hereby may be abandoned at any time, insufficient time prior to cover the net payroll and/or related taxes for your Payees, (v) Closing: (a) you cease operations, by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer by giving written notice to the other Party if the Closing shall not have occurred by December 10, 2011, unless extended by written agreement of Seller and Buyer; provided, that a receiverParty shall not be permitted to terminate pursuant to this subsection (b) if such Party is in default or breach hereunder; provided, custodianfurther, trustee that the right to terminate this Agreement under this subsection (b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, or liquidator becomes responsible in any manner for you resulted in, the failure of the Closing to occur on or any of your assets, before such date; (c) you are unable by either the Seller or Buyer by giving written notice to the other if such other Party has breached its covenants, agreements or other obligations hereunder in a manner that would reasonably be expected to cause any condition of such Party giving notice set forth in this Section 9.1(c) not to be satisfied and, except in the case of a breach of Buyer’s obligation to pay your debts as they become duethe Purchase Price in accordance with the terms of Article II, such breach has not been cured within thirty (30) days following written notification thereof by the Party seeking termination hereunder; or (d) you make by either Seller or Buyer by giving written notice to the other if any assignment for Governmental Authority with competent jurisdiction shall have issued an order, decree or ruling or taken any other Action permanently restraining, enjoining or otherwise prohibiting the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject consummation of any of the transactions contemplated by this Agreement, and such order, decree, ruling or other law relating Action shall not be subject to bankruptcyappeal or shall have become final and unappealable; provided, insolvencythat the right to terminate this Agreement under this subsection (d) shall not be available to any Party whose breach (or whose Affiliates’ breach) of this Agreement has resulted in such order, reorganizationdecree, dissolution, liquidation, winding-up, ruling or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedother Action.

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated at any time prior to the contrary, this addendum may be immediately terminated at iSolved’s option Closing Date: (a) by mutual written consent of Network CN and without prior notice, the Selling Shareholder (pursuant to a written instrument signed by Network CN and iSolved will have no further obligation to to provide any Services to you, the Selling Shareholder); (b) by either Network CN or the Selling Shareholder if any one Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the following occurs Transactions shall have become final and nonappealable; provided, however, that (a “A) the Party or Parties seeking to terminate this Agreement pursuant to this Section 7.1(b) must have used all reasonable efforts to remove any such Order prior to the Termination Event”): Date and (B) no Party may terminate this Agreement pursuant to this Section 7.1(b) if its breach of its obligations under this Agreement proximately contributed to the occurrence of such Order; (c) by Network CN if: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved the Selling Shareholder or the Originating Bank for Operating Companies shall have breached any reasonrepresentation, warranty or you default in covenant contained herein and (A) such breach shall not have been cured within thirty (30) days after receipt by the payment Selling Shareholder of written notice of such breach (provided, however, that no such cure period shall be available or applicable to any sum of money owed to iSolvedsuch breach which by its nature cannot be cured); (ii) any representation you make is incorrect in any material respect; (iii) you default provided, however, that the termination right under this addendum; (ivSection 7.1(c)(i) your funds are, shall not be available to Network CN if Network NC is at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible that time in any manner for you or any material breach of your assets, (c) you are unable to pay your debts as they become due, this Agreement); (d) you make by Selling Shareholder (pursuant to a written instrument signed by Selling Shareholder) if Network CN shall have breached any assignment for the benefit representation, warranty or covenant contained herein and (A) such breach shall not have been cured within thirty (30) days after receipt by Network CN of creditorswritten notice of such breach (provided, (e) you become a bankrupt party under the United States bankruptcy code however, that no such cure period shall be available or either involuntarily or voluntarily becomes the subject of applicable to any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected fundssuch breach which by its nature cannot be cured); (viiprovided, however, that the termination right under this Section 7.1(d) shall not be available to the Payee Authorization Selling Shareholder if Selling Shareholder is terminated (unless replaced by another Payee Authorizationat that time in material breach of this Agreement); or (viii) iSolved’s agreement with the Originating Bank is terminated.;

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated, without liability to the contraryParty terminating: (a) By either Party, this addendum may upon [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]' Notice to the other, at any time upon or after the Parties cease to be Affiliates. (b) By a Party, immediately terminated at iSolved’s option and without prior noticeupon Notice to the other Party, and iSolved will have no further obligation to to provide any Services to you, if any one of the following occurs (a “Termination Event”): if: (i) any debit to your Account for funding is dishonored that other Party makes a general assignment of all or otherwise returned to iSolved or the Originating Bank for any reason, or you default in the payment substantially all of any sum of money owed to iSolved; (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment its assets for the benefit of its creditors; (ii) that other Party applies for, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upconsents to, or composition acquiesces in the appointment of a receiver, trustee, custodian, or adjustment liquidator for its business or all or substantially all of debtsits assets; (iii) that other Party files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws; or (viiv) a petition seeking relief or reorganization under any bankruptcy or insolvency laws is filed against that other Party and is not dismissed within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after it was filed. (c) By a Party, immediately upon Notice to the other Party, if that other Party's material breach of this Agreement continues uncured or uncorrected for [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after both the nature of that breach and the necessary cure or correction has been agreed upon by the Parties or otherwise determined by the Dispute Resolution Procedure. But if: (i) the Originating Bank notifies iSolved that Parties agree or it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitationdetermined by the Dispute Resolution Procedure that the material breach is not capable of being cured or corrected, the return of a debit entry or insufficient or uncollected funds)termination shall be effective immediately upon Notice, without any cure period; or (viiii) the Payee Authorization is terminated breaching Party (unless replaced A) reasonably requires longer than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct -- such as when the applicable Service Subcontract permits the Subcontractor longer than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct -- and (B) Notifies the non-breaching Party of the circumstances, then the cure period shall be extended for the reasonable time so required, so long as during that time the breaching Party diligently acts to effect that cure or correction; provided, however, that in no event shall this SECTION 10.1(c)(ii) apply to TCY's obligation to make payments to Sabre under this Agreement. A non-breaching Party's exercise of the remedy described in this SECTION 10.1(c) shall be conditioned upon its giving a Breach Notice to the other Party. (d) By Sabre, immediately upon Notice to TCY, if TCY has not paid the amount described in a Nonpayment Notice by another Payee Authorization); the [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after that Nonpayment Notice was given. A Party may not terminate this Agreement if the event or (viii) iSolved’s agreement with the Originating Bank is terminatedcircumstance described above in this SECTION 10.1, upon which that Party would rely in so terminating, was caused by that Party's breach of this Agreement.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Purchaser and the Seller. (b) by either the Purchaser or the Seller if the Asset Sale shall not have been consummated by November 30, 2002 (the “Termination Date”); provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) if the failure to consummate the Asset Sale by the Termination Date is attributable to a failure on the part of such party to perform any covenant or obligation in this addendum Agreement required to be performed by such party at or prior to the contraryClosing Date; (c) by either the Purchaser or the Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, this addendum may be immediately terminated at iSolved’s option decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; (d) by either the Purchaser or the Seller if (i) the Seller Required Stockholder Vote is necessary under applicable law to approve the Asset Sale and without prior noticeany of the other Transactions, (ii) the Seller Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and completed and the Stockholders shall have taken a final vote on a proposal to approve the foregoing matters (or if the Seller otherwise attempts to obtain the Seller Required Stockholder Vote by written consent and is unable to obtain such Seller Required Stockholder Vote), and iSolved will (iii) if a Seller Stockholders’ Meeting is held and the foregoing matters shall not have no further been approved at the Seller Stockholders’ Meeting (and shall not have been approved at any adjournment or postponement thereof) by the Seller Required Stockholder Vote; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(d) if the failure to obtain the Seller Required Stockholder Vote is attributable to a failure on the part of such party to perform any covenant or obligation in this Agreement required to be performed by such party at or prior to provide the Closing Date; (e) by either the Purchaser or the Seller if (i) the Purchaser Required Stockholder Vote is necessary under applicable law to approve the Certificate Amendment, (ii) the Purchaser Stockholders’ Meeting (including any Services adjournments and postponements thereof) shall have been held and completed and the Purchaser’s stockholders shall have taken a final vote on a proposal to youapprove the foregoing matter (or if the Purchaser otherwise attempts to obtain the Purchaser Required Stockholder Vote by written consent and is unable to obtain such Purchaser Required Stockholder Vote), and (iii) if a Purchaser Stockholders’ Meeting is held and the foregoing matter shall not have been approved at the Purchaser Stockholders’ Meeting (and shall not have been approved at any one adjournment or postponement thereof) by the Purchaser Required Stockholder Vote; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(e) if the failure to obtain the Purchaser Required Stockholder Vote is attributable to a failure on the part of such party to perform any covenant or obligation in this Agreement required to be performed by such party at or prior to the Closing Date; (f) by the Purchaser if the Seller has Breached any of the following occurs provisions of Section 4.5; (a “Termination Event”): g) by the Purchaser if (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or of the Originating Bank for any reasonSeller’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 6.1 would not be satisfied (it being understood that, for purposes of determining the payment accuracy of such representations and warranties as of the date of this Agreement or as of any sum subsequent date, any update of money owed or modification to iSolved; the Seller Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), or (ii) any representation you make is incorrect of the Seller’s covenants or obligations contained in this Agreement shall have been Breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any material respect; of the Seller’s representations and warranties as of a date subsequent to the date of this Agreement or a Breach of a covenant or obligation by the Seller (iiiA) you default is capable of being cured by the Seller and the Seller has cured such inaccuracy or Breach within 40 days of receipt of notice thereof from the Purchaser, or (B) is incapable of being cured and ten days have elapsed since the receipt of notice thereof from the Purchaser, then the Purchaser may not terminate this Agreement under this addendumSection 8.1(g) on account of such inaccuracy or Breach; or (ivh) your funds areby the Seller if (i) any of the representations and warranties of the Purchaser contained in this Agreement shall be inaccurate as of the date of this Agreement, at or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.1 would not be satisfied, or (ii) if any timeof the covenants or obligations of the Purchaser contained in this Agreement shall have been Breached such that the condition set forth in Section 7.2 would not be satisfied; provided, insufficient to cover the net payroll and/or related taxes for your Payeeshowever, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible that if an inaccuracy in any manner for you of the representations and warranties of the Purchaser as of a date subsequent to the date of this Agreement or any a Breach of your assets, a covenant or obligation by the Purchaser (cA) you are unable to pay your debts as they become due, (d) you make any assignment for is capable of being cured by the benefit Purchaser and the Purchaser has cured such inaccuracy or Breach within 40 days of creditors, (e) you become a bankrupt party under receipt of notice thereof from the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upSeller, or composition (B) is incapable of being cured and ten days have elapsed since the receipt of notice thereof from the Seller, then the Seller may not terminate this Agreement under this Section 8.1(h) on account of such inaccuracy or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedBreach.

Termination Events. Notwithstanding anything in this addendum 10.01. Consenting First Lien Creditor Termination Events. This Agreement may be terminated by the Required Consenting First Lien Creditors by the delivery to the contrary, this addendum may be immediately terminated at iSolved’s option Company and without prior notice, the other Parties of a written notice in accordance with Section 13.10 hereof upon the occurrence and iSolved will have no further obligation to to provide continuation of any Services to you, if any one of the following occurs events (each, a “First Lien Creditor Termination Event”): ): (a) the Company’s failure to meet, satisfy or achieve a Milestone, which Milestone remains unsatisfied for three (3) Business Days (unless such Milestone has been waived or extended in a manner consistent with this Agreement); provided, however, that the right to terminate this Agreement under this Section 10.01(a) on account of a failure by the Company to meet, satisfy or achieve a Milestone may not be asserted by a Consenting First Lien Creditor if the Company’s failure to comply with such Milestone is caused by, or results from, the breach by such Consenting First Lien Creditor of its covenants, agreements or obligations under this Agreement; (b) the breach in any material respect by a Company Party of any of the representations, warranties, or covenants of such Party set forth in this Agreement that (i) any debit is adverse to your Account for funding is dishonored or otherwise returned the Consenting First Lien Creditor seeking termination pursuant to iSolved or the Originating Bank for any reason, or you default in the payment of any sum of money owed to iSolved; this provision and (ii) remains uncured (if susceptible to cure) for three (3) Business Days after such terminating Consenting First Lien Creditor transmits a written notice in accordance with Section 13.10 hereof identifying any representation you make such breach; (c) the issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any ruling or order that (i) would reasonably be expected to prevent the consummation of or materially alter the Restructuring Transactions and (ii) remains in effect for fifteen (15) Business Days after such terminating Consenting First Lien Creditors transmit a written notice in accordance with Section 13.10 identifying any such issuance; provided, that this termination right may not be exercised by any Consenting First Lien Creditor that sought or requested such ruling or order in contravention of any obligation set out in this Agreement; (d) the Bankruptcy Court enters an order denying confirmation of the Plan; provided, however, that if the denial of confirmation of the Plan is incorrect (i) due to a technical infirmity (e.g., classification issue) that does not require re-solicitation of the Plan and Disclosure Statement to cure such infirmity and (ii) does not impact the expected economic recovery or terms provided to holders of First Lien Claims under the Plan, the Required Consenting First Lien Creditors and the Company Parties shall use commercially reasonable efforts to cure the technical infirmity causing the basis for the denial and, if the Required Consenting First Lien Creditors have agreed to such cure (evidenced in writing, which may be by email) within five (5) Business Days of such denial, then no Party may terminate this Agreement pursuant to this Section 10.01(d); provided, further, that nothing contained in this Section 10.01(d) shall be deemed to modify or extend any applicable Milestones; (e) the entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without the prior written consent of the Required Consenting First Lien Creditors), (i) dismissing any of the Chapter 11 Cases, (ii) converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (iii) appointing, in one or more of the Chapter 11 Cases, a trustee or examiner with expanded powers beyond those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code; provided that an examiner appointed solely to review fees and expenses of professionals retained in the Chapter 11 Cases shall not constitute a Termination Event under Section 10 hereof; or (iv) terminating the Company’s exclusivity under Bankruptcy Code Section 1121; (f) the entry into, implementation, modification, amendment, filing of or making public any of the Definitive Documents without the consent of the applicable Required Consenting First Lien Creditors to the extent required in accordance with this Agreement; (g) entry of an order by the Bankruptcy Court granting relief from the automatic stay imposed by Section 362 of the Bankruptcy Code authorizing any party to proceed against any asset of any Company Party that would materially and adversely affect the Company Party’s operational or financial performance; (h) any of the Company Parties (i) withdraws the Plan, (ii) publicly announces their intention not to support the Restructuring Transactions or (iii) files, publicly announces, or executes a definitive written agreement with respect to an Alternative Proposal; (i) upon (i) a filing by any of the Company Parties of any motion, objection, application or adversary proceeding challenging the validity, enforceability, perfection or priority of, or seeking avoidance, subordination or characterization of the First Lien Notes Claims or the Second Lien Notes Claims, and/or the liens securing any such Claims or asserting any other claim or cause of action against and/or with respect to any such Claims, liens, any Consenting Creditor or any Agent or Indenture Trustee under any of the relevant debt documents (or if the Company Parties support any such motion, application or adversary proceeding commenced by any third party) or (ii) the entry of an order by the Bankruptcy Court providing relief adverse to the interests of any Consenting Creditor or any Agent or Indenture Trustee with respect to any of the foregoing claims, causes of action or proceedings, including an order granting standing to any other party to prosecute such claims, causes of action or proceedings; (j) the Company files any motion or pleading with the Bankruptcy Court that is inconsistent in any material respectrespect with this Agreement and such motion or pleading has not been withdrawn within two (2) Business Days of receipt by the Company of written notice from the Required Consenting First Lien Creditors that such motion or pleading is inconsistent with this Agreement; (k) upon the delivery of an Alternative Proposal Termination Notice by the Company Parties, or upon a failure to provide an Alternative Proposal Termination Notice when required pursuant to Section 6.03(b) (delivery of an Alternative Proposal pursuant to Section 6.03(a) or Section 6.03(c) shall not constitute a termination event hereunder); (l) upon termination of the BCA; (m) failure by the Company Parties to pay the Consenting First Lien Creditor Fees and Expenses set forth in Section 13.12 of this Agreement as and when required under the Fee Letters; or (iiin) you default under this addendum; the Bankruptcy Court enters a judgment (ivincluding an order granting partial summary judgment) your funds are, that is not subject to a stay at any time, insufficient to cover time following the net payroll and/or related taxes for your Payees, tenth (v10th) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or calendar day after the entry thereof against the Company on any of your assetsthe counts asserted against it (currently or in the future), which judgment adversely affects (cor would adversely affect if enforced) you are unable the Consenting First Lien Creditors’ ability to pay your debts as they become dueobtain the recoveries contemplated in the Restructuring Term Sheet, (d) you make any assignment for including the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject value of any other law relating to bankruptcyequity, insolvency, reorganization, dissolution, liquidation, winding-upguaranties of indebtedness, or composition or adjustment of debts; other obligations to be provided by the Company thereunder, and/or (viii) the Originating Bank notifies iSolved Company enters into a settlement or other agreement in respect of any of the counts asserted against it that it is no longer willing to originate debits materially and credits for you for any reason whatsoever adversely affects (including without limitation, the return of a debit entry or insufficient or uncollected funds); (viiwould adversely affect if consummated) the Payee Authorization is terminated (unless replaced Consenting First Lien Creditors’ ability to obtain the recoveries contemplated by another Payee Authorization); the Restructuring Term Sheet, including the value of any equity, guaranties of indebtedness, or (viii) iSolved’s agreement with other obligations to be provided by the Originating Bank is terminatedCompany thereunder.

Termination Events. Notwithstanding anything in this addendum This document may be terminated: (a) (End Date) by either Lionheart or SMX, if the Scheme has not become Effective on or before the End Date, unless the failure of the Scheme to become Effective on or before the End Date is due to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one failure of the following occurs party seeking to terminate this document to perform or observe its obligations, covenants and agreements under this document; (a “Termination Event”): b) (SMX adverse change) by Xxxxxxxxx at any time prior to 8.00am on the Second Court Date if: (i) any debit SMX Director (whether or not permitted under this deed): (A) fails to your Account for funding is dishonored make, changes, withdraws or adversely modifies his or her recommendation to the SMX Shareholders that they vote in favour of the Capital Reduction and Scheme or statement of intention to vote in favour of the Capital Reduction and Scheme or otherwise returned to iSolved makes a public statement indicating that the SMX Director no longer supports the Capital Reduction, the Scheme or the Originating Bank for any reasonTransactions; (B) fails to make, changes, withdraws or you default adversely modifies his or her recommendation to the Option Scheme Participants that they vote in favour of the payment resolution to approve the Option Scheme or statement of any sum intention to vote in favour of money owed to iSolvedthe Option Scheme or otherwise makes a public statement indicating that the SMX Director no longer supports the Option Scheme; or (C) recommends, supports or endorses a SMX Competing Transaction; or (ii) any representation you make is incorrect in member of the SMX Group accepts or enters into any material respect; agreement, arrangement or understanding to give effect to or implement a SMX Competing Transaction (iii) you default whether or not permitted to do so under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, deed); (c) you are unable (Lionheart adverse change) by SMX at any time prior to pay your debts as 8.00am on the Second Court Date if: (i) any Lionheart Director (whether or not permitted under this deed): (A) fails to make, changes, withdraws or adversely modifies his or her recommendation to the Lionheart Shareholders that they become duevote in favour of the issuance of Parent Shares or otherwise makes a public statement indicating that it no longer supports the Lionheart Proposals; or (B) recommends, supports or endorses a Lionheart Competing Transaction; or (ii) any member of the Lionheart Group accepts or enters into any agreement, arrangement or understanding to give effect to or implement a Lionheart Competing Transaction (whether or not permitted to do so under this deed). (d) you make (material breach) at any assignment for time prior to 8.00am on the benefit Second Court by: (i) Lionheart if either SMX or Parent is in material breach of creditorsa term of this document (excluding any representation and warranty not being true and correct), taken in the context of the Scheme as a whole, provided that Xxxxxxxxx has given notice to SMX or Parent (as the case may be) setting out the relevant circumstances of such breach and the relevant circumstances continue to exist 30 Business Days (or any shorter period ending at 8.00am on the Second Court Date) after the time the notice is given; (ii) SMX and Parent if Lionheart is in material breach of a term of this document (excluding any representation and warranty not being true and correct), taken in the context of the Scheme as a whole, provided that SMX and Parent have given notice to Lionheart setting out the relevant circumstances of such breach and the relevant circumstances continue to exist 30 Business Days (or any shorter period ending at 8.00am on the Second Court Date) after the time the notice is given; (e) you become (SMX Superior Proposal) by SMX at any time prior to 8.00am on the Second Court Date if the SMX Board determines, after completion of the processes specified in clause 10.7 and clause 10.8, that an SMX Competing Transaction is a bankrupt SMX Superior Proposal provided that there has not been a breach by SMX of its obligations under clause 10 in respect of that SMX Competing Transaction; (f) (consultation or appeal failure) by either Lionheart or SMX in accordance with and pursuant to clause 3.9(a), 3.9(b) or 6.9; (g) (agreement) if agreed to in writing by Xxxxxxxxx and SMX; (h) (BCA) if the BCA has been terminated in accordance with its terms; or (i) (Lionheart Board) by Xxxxxxxxx at any time prior to 8.00am on the Second Court Date if a majority of the Lionheart Board change their recommendation as permitted by clause 7.2. Where a party under has a right to terminate this document, that right for all purposes will be validly exercised if the United States bankruptcy code or either involuntarily or voluntarily becomes party delivers a notice in writing to the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved parties stating that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminatedterminates this document.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by either the Purchaser or the Seller if the Transactions shall not have been consummated by April 15th (the "Termination Date"); provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1 if the failure to consummate the Transactions by the Termination Date is attributable to a failure on the part of such party to perform any covenant in this addendum Agreement required to be performed by such party at or prior to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior noticeClosing Date, and iSolved will the Seller shall not be permitted to terminate this Agreement pursuant hereto unless the Seller shall have no further obligation made any payment required to be made to provide the Purchaser pursuant to Section 8.4; (b) by either Parent and the Purchaser or the Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any Services other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; (c) by either the Purchaser or the Seller if (the [Agreement and Asset Sale] shall not have been approved at the Shareholders' Meeting (or at any adjournment or postponement thereof) by the Required Shareholder Approval; provided, however, that (i) a party shall not be permitted to youterminate this Agreement pursuant to this Section 8.1(c) if the failure to have the [Agreement and Asset Sale] approved by the Required Shareholder Approval is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Closing Date, and (ii) the Seller shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) unless the Seller shall have made any payment required to be made to the Purchaser pursuant to Section 8.4; (d) by Parent and the Purchaser if any one of a Triggering Event shall have occurred; (e) by the following occurs (a “Termination Event”): Purchaser if (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or of the Originating Bank for any reasonSeller's representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in the payment of any sum of money owed to iSolved; Section 6.1 would not be satisfied, or (ii) any representation you make is incorrect of the Seller's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any material respect; (iii) you default of the Seller's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller and the Seller is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then Parent and the Purchaser may not terminate this Agreement under this addendumSection 8.1(e) on account of such inaccuracy or breach; or (ivf) your funds areby the Seller if (i) any of the representations and warranties of Parent and the Purchaser contained in this Agreement shall be inaccurate as of the date of this Agreement, at or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.1 would not be satisfied, or (ii) if any timeof the covenants of Parent and the Purchaser contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, insufficient to cover the net payroll and/or related taxes for your Payeeshowever, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible that if an inaccuracy in any manner for you of the representations and warranties of Parent and the Purchaser as of a date subsequent to the date of this Agreement or any a breach of your assetsa covenant by Parent or the Purchaser is curable by Parent or the Purchaser and Parent or the Purchaser is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then the Seller may not terminate this Agreement under this Section 8.1(f) on account of such inaccuracy or breach. (cg) you are unable to pay your debts as they become due, (d) you make any assignment for [By the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that Purchaser if it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement not satisfied with the Originating Bank is terminatedresults of its due diligence investigation.]

Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide The occurrence of any Services to you, if any one of the following occurs (without the need for the taking of any action) shall be a “Termination Event”): : (a) Upon the effective date of the Acceptable Plan or a written agreement among the Debtors and the Required Consenting Secured Parties terminating this Support Agreement; (b) Upon entry of an order by any court of competent jurisdiction or other competent governmental or regulatory authority making illegal or otherwise restricting, preventing or prohibiting the consummation of the Restructuring Transactions contemplated by the Acceptable Plan or this Support Agreement; (c) Upon filing of any motion or other pleading by one or more of the Debtors seeking the entry of an order, or upon entry of an order, by any court of competent jurisdiction authorizing the sale of all or substantially all of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code or otherwise; (d) The occurrence of any breach of this Support Agreement by any of the Parties (to the extent not otherwise cured or waived in accordance with the terms hereof); provided, that if any Party (other than any Plan Debtor) shall breach its obligations pursuant to this Support Agreement, the Termination Date arising as a result of such act or omission shall apply only to such Party and this Support Agreement shall otherwise remain in full force and effect with respect to the Debtors and all such remaining Parties; (e) On the date that any Plan Debtor withdraws the Acceptable Plan, publicly announces its intention not to support the Acceptable Plan or files any plan of reorganization or liquidation and/or disclosure statement that is not consistent with the Acceptable Plan or Acceptable Disclosure Statement, respectively, or publicly announces its support for any such inconsistent plan and/or disclosure statement, gives the notice described in Section 2.1(a)(1)(iii) hereof, or otherwise evinces an intention not to proceed with the Acceptable Plan or to proceed with any alternative plan or form of transaction; (f) On the date of entry of any order in the Chapter 11 Cases terminating the Plan Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Section 1121 of the Bankruptcy Code; provided that such order is not the result of a motion filed by any Consenting Secured Party; (g) On the date any of the Chapter 11 Cases shall be dismissed or converted to a chapter 7 case, or a chapter 11 trustee with plenary powers, a responsible officer, or an examiner with enlarged powers relating to the operation of the businesses of the Debtors (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) shall be appointed in any of the Chapter 11 Cases or the Debtors shall file a motion or other request for such relief; (h) On the date of either (1) a filing by any Debtor of any motion, application or adversary proceeding challenging the validity, enforceability, perfection or priority of or seeking avoidance of the liens securing the obligations referred to in the Credit Agreement, the Indenture and the collateral documents related thereto (collectively, the “Secured Obligations”) or any other cause of action against and/or with respect to the Secured Obligations, the prepetition liens securing such Secured Obligations and the Consenting Secured Parties (or if the Debtors support any such motion, application or adversary proceeding commenced by any third party or consent to the standing of any such third party) or (2) the entry of an order of the Bankruptcy Court providing relief against the interests of any Consenting Secured Party with respect to any of the foregoing causes of action or proceedings; (i) Upon any debit material adverse change regarding the feasibility of the Acceptable Plan arising on or after the Effective Date of this Support Agreement, including, without limitations, the assertion of material contingent and/or unliquidated liabilities, as determined by the Required Consenting Secured Parties in their reasonable discretion; (j) Upon the amendment, modification of, or the filing of a pleading by any of the Plan Debtors that seeks to your Account for funding amend or modify the Acceptable Plan, the Acceptable Disclosure Statement or any documents related to the Acceptable Plan or Acceptable Disclosure Statement, notices, exhibits or appendices, which amendment, modification or filing is dishonored inconsistent with this Support Agreement and not otherwise consented to by the Required Consenting Secured Parties; (k) Upon failure of the Debtors to commence the Chapter 11 Cases on or before 11:59 p.m. (New York City time) on February 18, 2013; (l) 11:59 p.m. (New York City time) on the fifth (5th) Business Day after the Petition Date, unless prior thereto the Bankruptcy Court enters an interim order in the Chapter 11 Cases of the Debtors under, inter alia Sections 105, 361, 362, 363 and 364 of the Bankruptcy Code in form and substance satisfactory to the Required Consenting Secured Parties, authorizing the Debtors to incur postpetition financing and use cash collateral, granting adequate protection to the prepetition Secured Parties, and scheduling a final hearing pursuant to Bankruptcy Rule 4001(B) (the “Interim DIP Order”); (m) 11:59 p.m. (New York City time) on the fortieth (40th) day after the date of entry of the Interim DIP Order, unless prior thereto the Bankruptcy Court enters a final order in the Chapter 11 Cases of the Debtors under, inter alia Sections 105, 361, 362, 363 and 364 of the Bankruptcy Code in form and substance satisfactory to the Required Consenting Secured Parties, authorizing the Debtors to incur postpetition financing and use cash collateral and granting adequate protection to the prepetition Secured Parties (the “Final DIP Order” and together with the Interim DIP Order, the “DIP Orders”); (n) Upon the entry of an order by a court of competent jurisdiction reversing, modifying, amending, staying or vacating either of the Interim DIP Order or the Final DIP Order; (o) 11:59 p.m. (New York City time) on the date of the occurrence of an “Event of Default” under, and as such term is defined in, the DIP Credit Agreement and the acceleration of the obligations thereunder; (p) 11:59 p.m. (New York City time) on the date that is 25 days after the Petition Date, if the Plan Debtors shall not have filed the Acceptable Plan and the Acceptable Disclosure Statement with the Bankruptcy Court on or before such time; (q) 11:59 p.m. (New York City time), on the date that is 75 days after the Petition Date, unless the Bankruptcy Court has entered an order, in form and substance satisfactory to the Required Consenting Secured Parties, approving the Acceptable Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code on or before such time; (r) 11:59 p.m. (New York City time), on the date that is 15 days following entry of the order approving the Acceptable Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code, unless prior thereto the Company commences the solicitation of acceptances of the Acceptable Plan; (s) 11:59 p.m. (New York City time), on July 5, 2013, if the Plan Debtors shall not have filed with the Bankruptcy Court on or before such time a supplement to the Acceptable Plan containing documents in form and substance reasonably satisfactory to the Required Consenting Secured Parties as contemplated by the Term Sheet (the ”Acceptable Plan Supplement“); (t) 11:59 p.m. (New York City time), on July 15, 2013, unless the Bankruptcy Court has entered the Confirmation Order on or before such time; (u) 11:59 p.m. (New York City time) on July 31, 2013, unless the “effective date” of the Acceptable Plan has occurred prior thereto; (v) Any of the Lender Protections are not approved in the Interim DIP Order or the Final DIP Order of if such protections or any of the other adequate protection provided to the Consenting Lender is unwound or otherwise returned to iSolved successfully challenged at any time after entry of such interim or the Originating Bank for any reason, or you default in the final order; (w) The non-payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect accrued, unpaid and ongoing expenses incurred by the Consenting Secured Parties in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement connection with the Originating Bank Restructuring Transactions and any agreements related thereto in accordance with section 9.12 of this Support Agreement; or (x) 11:59 p.m. (New York City time), on the date that is terminated60 days after the Petition Date, unless the Bankruptcy Court has entered an order establishing bar dates for submitting proofs of claim and requests for payment pursuant to section 503(b)(9) of the Bankruptcy Code.

Termination Events. Notwithstanding anything in this addendum to (a) This Agreement shall automatically terminate upon the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide occurrence of any Services to you, if any one of the following occurs events (a the “Termination EventEvents”): ), unless such automatic termination is waived in writing by the Requisite Consenting Lenders and the Company, within three (i3) days of the occurrence of such event, and in accordance with the requirements of Section 4, in which case the Termination Event so waived shall be deemed not to have occurred, this Agreement shall be deemed to continue in full force and effect, and the rights and obligations of the Parties hereto shall be restored, subject to any debit to your Account for funding is dishonored or otherwise returned to iSolved or modification set forth in such waiver; provided, however, that the Originating Bank for any reasonconcurrence of the Company and TIL, or you default in the payment but not of any sum of money owed the Requisite Consenting Lenders, shall be required with respect to iSolved; the waiver of any automatic termination to the extent that such automatic termination occurs pursuant to paragraphs (ii) any representation you make is incorrect in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payeesvi), (v) (a) you cease operationsvii), (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement below; provided, further, that the concurrence of Requisite Consenting Lenders, but not Worldwide, the Company or TIL, shall be required with respect to the waiver of any automatic termination to the extent that such automatic termination occurs pursuant to any of paragraphs (v) or (x) below. (i) In the event the Restructuring has not been completed by May 10, 2013, provided, however, if the transactions contemplated by the PIK Restructuring Documents are not consummated May 10, 2013, but the restructuring transactions contemplated by the Restructuring Documents (other than the PIK Restructuring Documents) have closed by May 10, 2013, this Agreement may not be terminated pursuant to this subsection prior to July 26, 2013; (ii) A court of competent jurisdiction shall enter a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (iii) Any governmental authority, including any court of competent jurisdiction or regulatory authority, grants relief that is inconsistent with this Agreement in any material respect (with such amendments and modifications as have been effected in accordance with the Originating Bank terms hereof) or enjoining the consummation of a material portion of the Restructuring; (iv) The entry of an order by any court of competent jurisdiction invalidating or disallowing any portion of the Claims or subordinating or limiting, as applicable, the enforceability, priority, amount or validity of any portion of the Claims; (v) Any material breach of this Agreement by the Company or Worldwide; provided that such Termination Event shall be deemed to have occurred only upon receipt of written notice by such Party of such breach from the Requisite Consenting Lenders of such breach (provided that the none of the Initial Consenting Lenders or Requisite Consenting Lenders are then in material breach of its obligations hereunder), and such breach, if capable of being cured, remains uncured for a period of five (5) business days; (vi) Any material breach of this Agreement by a Consenting Lender; provided that such Termination Event shall be deemed to have occurred only upon receipt of written notice by the Consenting Lenders of such breach from either the Company or Worldwide (provided that the Party giving notice of a breach by a Consenting Lender is terminatednot itself in material breach of its obligations hereunder) and such breach, if capable of being cured, remains uncured for a period of five (5) business days; (vii) Immediately upon delivery by any of the Company or Worldwide (collectively, the “Notifying Parties” and each, a “Notifying Party”) to the Consenting Lenders of notice (in accordance with Section 27 below) of its intent, in the exercise of its fiduciary duties (set forth in Section 18 below) to take any action that is otherwise prohibited hereunder or to refrain from taking any action that is required hereunder (a “Fiduciary Out Notice”); provided, however that no Notifying Party shall have or incur any liability under this Agreement or otherwise on account of, arising out of or otherwise relating to any other Notifying Party’s issuance of a Fiduciary Out Notice; (viii) Following good faith, commercially reasonable efforts, the Board of Directors of the Company’s direct subsidiary, Travelport Limited, shall have not received by March 11, 2013, fairness and solvency opinions from a nationally recognized valuation firm for those entities to which a fairness and/or solvency opinion is reasonably requested to consummate the Restructuring and in form and substance reasonably acceptable to the Company and sufficient under applicable law, in each case, for such purpose; (ix) By mutual written consent of the Company and the Requisite Consenting Lenders; (x) The occurrence of an Event of Default under the PIK Credit Agreement (as defined therein), other than as a result of the Company’s entry into this Agreement or the taking of any actions required or contemplated by, and consistent with, the terms of this Agreement; or (xi) The Senior Noteholder RSA is no longer in full force and effect for at least 33%, collectively, of the holders of (1) Travelport LLC’s 9 7/8% Senior Dollar Fixed Rate Notes due 2014, Senior Dollar Floating Rate Notes due 2014 and Senior Euro Floating Rate Notes due 2014 and (2) Travelport LLC’s and Travelport Inc.’s 9% Senior Notes due 2016. (b) Xxxxxx, Xxxxxx & Co., Q5-R5 Trading, Ltd. and R2 Top Hat, Ltd. shall have the right to withdraw their consent to this Agreement if TIL is in material breach of this Agreement and such breach is not being contested by the Company. (c) Upon a termination of this Agreement in accordance with this Section 8, no Party hereto shall have any continuing liability or obligation to any other Party hereunder and the provisions of this Agreement shall have no further force or effect, except for the provisions in Sections 10 and 11 and 13 through 25, each of which shall survive termination of this Agreement; provided that no such termination shall relieve any Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination (other than as set forth in clauses (a)(vii) and (a)(viii) above).

Termination Events. Notwithstanding anything in this addendum This Agreement may be terminated prior to the contrary, Effective Time (whether before or after adoption of this addendum may be immediately terminated at iSolvedAgreement by the Company’s option stockholders and without prior notice, and iSolved will have no further obligation to to provide any Services to you, if any one whether before or after approval of the following occurs issuance of Parent Common Stock in the Merger by Parent’s stockholders, unless otherwise specified below): (a) by mutual written consent duly authorized by the boards of directors of Parent and the Company; (b) by either Parent or the Company if the Merger shall not have been consummated by August 15, 2007; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose action or failure to act has been a “Termination Event”): principal cause of the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (d) by either Parent or the Company if (i) the Company Stockholders’ Meeting (including any debit adjournments and postponements thereof) shall have been held and completed and the Company’s stockholders shall have taken a final vote on a proposal to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reasonadopt this Agreement, or you default in the payment of any sum of money owed to iSolved; and (ii) this Agreement shall not have been adopted at the Company Stockholders’ Meeting (and shall not have been adopted at any representation you make is incorrect in any material respectadjournment or postponement thereof) by the Required Company Stockholder Approval; (iii) you default provided, however, that the right to terminate this Agreement under this addendum; (ivSection 9.1(d) your funds are, at any time, insufficient shall not be available to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) Company where the failure to obtain the Required Company Stockholder Approval shall have been caused by the action or failure to act of the Company and such action or failure to act constitutes a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any material breach by the Company of your assets, (c) you are unable to pay your debts as they become due, (d) you make any assignment for the benefit of creditors, this Agreement; (e) you become by either Parent or the Company if the Parent Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and completed and Parent’s stockholders shall have taken a bankrupt party final vote on the issuance of shares of Parent Common Stock in the Merger and the issuance of Parent Common Stock in the Merger shall not have been approved at the Parent Stockholders’ Meeting (and shall not have been approved at any adjournment or postponement thereof) by the Required Parent Stockholder Approval; provided, however, that the right to terminate this Agreement under this Section 9.1(e) shall not be available to Parent where the United States bankruptcy code failure to obtain the Required Parent Stockholder Approval shall have been caused by the action or either involuntarily failure to act of Parent and such action or voluntarily becomes failure to act constitutes a material breach by Parent of this Agreement; (f) by the subject Company (at any time prior to the approval of the issuance of Parent Common Stock in the Merger by the Required Parent Stockholder Approval) if a Parent Triggering Event shall have occurred; (g) by Parent (at any time prior to the approval of the Merger by the Required Company Stockholder Approval) if a Company Triggering Event shall have occurred; (h) by the Company, upon a breach of any other law relating to bankruptcyrepresentation, insolvencywarranty, reorganization, dissolution, liquidation, winding-upcovenant or agreement on the part of Parent or Merger Sub set forth in this Agreement, or composition if any representation or adjustment warranty of debts; Parent or Merger Sub set forth in this Agreement shall have become inaccurate, in either case such that the conditions set forth in Section 8.1 or Section 8.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate, provided that if such inaccuracy in Parent’s or Merger Sub’s representations and warranties or breach by Parent or Merger Sub is curable by Parent or Merger Sub, then this Agreement shall not terminate pursuant to this Section 9.1(h) as a result of such particular breach or inaccuracy until the earlier of (vii) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return expiration of a debit entry 30 day period commencing upon delivery of written notice from the Company to Parent of such breach or insufficient inaccuracy and (ii) Parent or uncollected fundsMerger Sub (as applicable) ceasing to exercise commercially reasonable efforts to cure such breach (it being understood that this Agreement shall not terminate pursuant to this Section 9.1(h) as a result of such particular breach or inaccuracy if such breach by Parent or Merger Sub is cured prior to such termination becoming effective); and (viii) by Parent, upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company set forth in this Agreement shall have become inaccurate, in either case such that the conditions set forth in Section 7.1 or Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate, provided that if such inaccuracy in the Company’s representations and warranties or breach by the Company is curable by the Company then this Agreement shall not terminate pursuant to this Section 9.1(i) as a result of such particular breach or inaccuracy until the earlier of (i) the Payee Authorization expiration of a 30 day period commencing upon delivery of written notice from Parent to the Company of such breach or inaccuracy and (ii) the Company ceasing to exercise commercially reasonable efforts to cure such breach (it being understood that this Agreement shall not terminate pursuant to this Section 9.1(i) as a result of such particular breach or inaccuracy if such breach by the Company is terminated (unless replaced by another Payee Authorizationcured prior to such termination becoming effective); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything in this addendum to Upon the contrary, this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide occurrence of any Services to you, if any one of the following occurs events (each, a “"Termination Event”): ") and whether any such Termination Event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, the non-defaulting party (as the case may be, the "Aggrieved Party") may elect to terminate this Agreement in accordance with Section 24 hereof: (a) a party (the "Defaulting Party") fails to comply with the applicable Standard of Conduct and such failure continues unremedied for a period of twenty (20) days (or such longer period as determined by the Aggrieved Party) after the date on which written notice of such failure describing the nature of such failure and requesting the same to be remedied shall have been given to the Defaulting Party by the Aggrieved Party; or (b) the Defaulting Party fails to meet the Targeted Service Levels for two (2) consecutive fiscal quarters; or (c) the Defaulting Party fails to observe or to perform in any material respect any of its other covenants or agreements set forth herein, which failure shall (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reasonmaterially and adversely, or you default in the payment reasonable judgment of the Aggrieved Party, affect the rights of the Aggrieved Party hereunder or under any sum of money owed to iSolved; Lease and (ii) any representation you make is incorrect in any material respectcontinue unremedied for a period of thirty (30) days (or such longer period as determined by the Aggrieved Party) after the date on which written notice of such failure requesting the same to be remedied shall have been given to the Defaulting Party by the Aggrieved Party; or (iiid) you default under this addendum; (iv) your funds are, at any time, insufficient to cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable Defaulting Party fails generally to pay your its debts as they become due; or its dissolution, (d) you make termination of existence, or discontinuance of business; or the insolvency, business failure or appointment of a receiver of any part of such party's property, or an assignment by such party for the benefit of creditors, or the commencement by or against it of any proceedings under any bankruptcy, reorganization or arrangement laws and, in the case of any involuntary proceedings, the continuance of such proceedings unstayed and in effect for sixty (60) days, or the assumption of custody or control by any court of competent jurisdiction over any substantial portion of the Defaulting Party's property, and the same remaining in force unstayed or unterminated for sixty (60) days; or (e) you become the Defaulting Party (i) enters into any transaction of merger or consolidation or any commitment with respect thereto, unless it is the surviving corporation, after giving effect to such merger or consolidation, its tangible net worth is equal to or greater than that which existed immediately prior to the merger or consolidation and the ratio of its debt to tangible net worth is not greater than that which existed immediately prior to the merger or consolidation and the person with whom it merges or consolidates is not a bankrupt party under competitor of the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcyparty; (ii) sells, insolvency, reorganization, dissolution, liquidation, winding-uptransfers, or composition otherwise disposes of all or adjustment substantially all of debtsits assets; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by mutual written consent of Parent, the Purchaser and the Seller; (b) by either Parent and the Purchaser or the Seller if the Transactions shall not have been consummated by May 15, 2001 (the "Termination Date"); provided, however, that (i) a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) if the failure to consummate the Transactions by the Termination Date is attributable to a failure on the part of such party to perform any covenant in this addendum Agreement required to be performed by such party at or prior to the contrary, this addendum may be immediately terminated at iSolved’s option and without prior noticeClosing Date, and iSolved will (ii) the Seller shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) unless the Seller shall have no further obligation made any payment required to be made to provide the Purchaser pursuant to Section 8.4(a) and shall have paid to the Purchaser any Services fee required to yoube paid to the Purchaser pursuant to Section 8.4(c); (c) by either Parent and the Purchaser or the Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; (d) by either Parent and the Purchaser or the Seller if (i) the Shareholders' Meeting (including any one adjournments and postponements thereof) shall have been held and completed and the Seller's shareholders shall have taken a final vote on a proposal to approve the Acquisition and the Plan of Dissolution, and (ii) the Acquisition and the Plan of Dissolution shall not both have been approved at the Shareholders' Meeting (or at any adjournment or postponement thereof) by the Required Shareholder Vote; provided, however, that (A) a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(d) if the failure to have the Acquisition and the Plan of Dissolution approved by the Required Shareholder Vote is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Closing Date, and (B) the Seller shall not be permitted to terminate this Agreement pursuant to this Section 8.1(d) unless the Seller shall have made the payment required to be made to the Purchaser pursuant to Section 8.4(a) and shall have paid to the Purchaser the fee required to be paid to the Purchaser pursuant to Section 8.4(c); (e) by Parent and the Purchaser (at any time prior to the approval of the following occurs Acquisition and the Plan of Dissolution by the Required Shareholder Vote) if a Triggering Event shall have occurred; (a “Termination Event”): f) by Parent and the Purchaser if (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved or of the Originating Bank for any reasonSeller's representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 6.1 would not be satisfied (it being understood that, for purposes of determining the payment accuracy of such representations and warranties as of the date of this Agreement or as of any sum subsequent date, any update of money owed or modification to iSolved; the Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), or (ii) any representation you make is incorrect of the Seller's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any material respect; (iii) you default of the Seller's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller and the Seller is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then Parent and the Purchaser may not terminate this Agreement under this addendumSection 8.1(f) on account of such inaccuracy or breach; or (ivg) your funds areby the Seller if (i) any of the representations and warranties of Parent and the Purchaser contained in this Agreement shall be inaccurate as of the date of this Agreement, at or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.1 would not be satisfied, or (ii) if any timeof the covenants of Parent and the Purchaser contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, insufficient to cover the net payroll and/or related taxes for your Payeeshowever, (v) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible that if an inaccuracy in any manner for you or any of your assets, (c) you are unable to pay your debts the representations and warranties of Parent and the Purchaser as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return of a debit entry date subsequent to the date of this Agreement or insufficient a breach of a covenant by Parent or uncollected funds); (viithe Purchaser is curable by Parent or the Purchaser and Parent or the Purchaser is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then the Seller may not terminate this Agreement under this Section 8.1(g) the Payee Authorization is terminated (unless replaced by another Payee Authorization); on account of such inaccuracy or (viii) iSolved’s agreement with the Originating Bank is terminatedbreach.

Termination Events. Notwithstanding anything This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of Purchaser and Selling Shareholders; (b) by Purchaser if the Closing has not taken place on or before the End Date (other than as a result of any failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this addendum Agreement or in any other agreement or instrument delivered to the contrary, Company in connection with the transactions contemplated by this addendum may be immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation to to provide Agreement); (c) by Selling Shareholders if the Closing has not taken place on or before the End Date (other than as a result of any Services to you, if any one failure on the part of the following occurs Company or the Selling Shareholders to comply with or perform any covenant or obligation of the Company or the Selling Shareholders set forth in this Agreement or in any other agreement or instrument delivered to Purchaser in connection with the transactions contemplated by this Agreement); (d) by either Purchaser or the Selling Shareholders if: (i) a “Termination Event”): court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Body that would make consummation of such transactions illegal; (e) by Purchaser if: (i) any debit to your Account for funding is dishonored or otherwise returned to iSolved of the representations and warranties of the Company or the Originating Bank for any reasonSelling Shareholders contained in this Agreement shall not be true and correct as of the date of this Agreement, or you default shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in the payment of any sum of money owed to iSolvedSection 7.1 would not be satisfied; (ii) any representation you make is incorrect of the covenants of the Company or the Selling Shareholders contained in any material respectthis Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; or (iii) you default under this addenduma Material Adverse Effect shall have occurred and the change or effect resulting therefrom continues in effect such that the condition set forth in Section 7.4 would not be satisfied; or - 37 - (ivf) your funds are, at any time, insufficient to cover by the net payroll and/or related taxes for your Payees, Selling Shareholders if: (vi) (a) you cease operations, (b) a receiver, custodian, trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay your debts Purchaser’s representations and warranties contained in this Agreement shall be inaccurate as they become due, (d) you make any assignment for of the benefit date of creditors, (e) you become a bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-upthis Agreement, or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to originate debits and credits for you for any reason whatsoever (including without limitation, the return shall have become inaccurate as of a debit entry or insufficient or uncollected funds); (vii) date subsequent to the Payee Authorization is terminated (unless replaced by another Payee Authorization)date of this Agreement, such that the condition set forth in Section 8.1 would not be satisfied; or (viiiii) iSolvedif any of Purchaser’s agreement with covenants contained in this Agreement shall have been breached such that the Originating Bank is terminatedcondition set forth in Section 8.2 would not be satisfied.