Common use of Termination Events Clause in Contracts

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party 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) 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by the mutual written consent of the parties hereto. (ii) by any party 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) 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 Purchaser and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.Selling Shareholders; (b) The respective obligations 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 parties hereto pursuant part of Purchaser to Section 6.5 and comply with or perform any covenant or obligation of Purchaser set forth in this Article 10 shall survive Agreement or in any termination of other agreement or instrument delivered to the Company in connection with the transactions contemplated by this Agreement.); (c) In by Selling Shareholders if the event either party wishes Closing has not taken place on or before the End Date (other than as a result of any failure on the part of the Company or the Selling Shareholders to terminate comply with or perform any covenant or obligation of the Company or the Selling Shareholders set forth in this Agreement pursuant or in any other agreement or instrument delivered to Section 10.2(a)(iiPurchaser in connection with the transactions contemplated by this Agreement); (d) by either Purchaser or 10.2(a)(iiithe Selling Shareholders if: (i) hereofa court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, written notice thereof 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 (stating the reasons for such terminationii) there shall promptly be given any Legal Requirement enacted, promulgated, issued or deemed applicable to the other party hereto transactions contemplated by this Agreement by any Governmental Body that would make consummation of such transactions illegal; (e) by Purchaser if: (i) any of the representations and warranties of the Company or the Selling Shareholders contained in this Agreement shall terminate not be true and correct as of the transactions contemplated hereby date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would not be abandoned without further action by satisfied; (ii) any of the parties heretocovenants of the Company or 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; providedor (iii) a 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 (f) by the Selling Shareholders if: (i) any of Purchaser’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, howeveror shall have become inaccurate as of a date subsequent to the date of this Agreement, such that nothing herein the condition set forth in Section 8.1 would not be satisfied; or (ii) if any of Purchaser’s covenants contained in this Agreement shall relieve any party from liability for any breach hereofhave been breached such that the condition set forth in Section 8.2 would not be satisfied.

Termination Events. The occurrence of any one or more of the following events shall constitute a termination event (each, a "Termination Event"): (a) Without prejudice failure on the part of the Borrower or Servicer to other remedies make any payment in full or in part hereunder which may be available to is or has become due under the parties by law or this Agreementterms of the Transaction Documents when the same becomes due and payable, this Agreement may be terminated including, without limitation, all Yield, Fees, Monthly Principal Payment Amount and the transactions contemplated herein may 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 abandoned: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) by mutual consent of the parties hereto. shall generally not pay, or shall be unable to pay, or shall admit in writing its inability to pay its debts as such debts become due; or (ii) by shall make an assignment for the benefit of creditors, or petition or apply to any party by notice to tribunal for the other party if the Initial Closing appointment of a custodian, receiver, or trustee for it or for a substantial part of its assets; or (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangements, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect; or (iv) shall have had any such action or application filed or any such proceeding commenced against it in which an order for relief is requested or entered or an adjudication or appointment is made (which application or proceeding is not have been consummated dismissed within sixty (60) days after the date hereofof filing); provided that if the Initial Closing or (v) shall not occur before such date due to the breach of this Agreement indicate, by Company any act or Stockholdersomission, on the one handits consent to, approval of, or Buyeracquiescence in any such petition, on the other handapplication, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) by Buyer, on the one handproceeding, or Company order for relief or Stockholdersthe appointment of a custodian, on receiver, or trustee for all or any substantial part of its properties; or (vi) shall suffer any such custodianship, receivership, or trusteeship or the other hand, if an injunction, restraining order or decree occurrence of any nature event or existence of any Governmental Authority of competent jurisdiction is issued that prohibits condition which could be the consummation of the Purchase and such injunctionground, restraining order basis or decree is final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability cause for any breach hereof.action, application, proceeding or petition described in this Section 8.1(d)

Termination Events. If any of the following events (each a “Termination Event”) shall occur and be continuing: (a) Without prejudice any Transaction Party shall fail to make any payment or deposit required to be made by it hereunder in respect of Capital when due; or any Transaction Party shall fail to make any other remedies which may payment or deposit required to be available to made by it hereunder or under any of the parties Transaction Documents when due hereunder or thereunder and such failure shall remain unremedied for one Business Day; or (b) any representation, warranty, certification or statement made by law or any Transaction Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect (or, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, such representation or warranty shall prove to have been incorrect in any respect subject only to the materiality or Material Adverse Effect qualification set forth therein) when made or deemed made; or (c) any Transaction Party shall fail to perform or observe (A) any term, covenant or agreement contained in Section 5.01(a) (as to maintenance of existence only), 5.01(d), 5.01(j)(iv), 5.01(n) or 5.01(v) of this Agreement may or Section 5.01(a) (as to maintenance of existence only), 5.01(d) or 5.01(l)(iv) of the Originator Purchase Agreement or (B) any other term, covenant or agreement contained in this Agreement or any other Transaction Document on its part to be terminated performed or observed and, solely in the case of this clause (B), such failure shall remain unremedied for ten (10) days after such Transaction Party has knowledge or receives notice thereof; or (d) (i) any Transaction Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; or (ii) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity, other than at the election of the Originator or any Subsidiary, or that, subject to any applicable grace period, enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, however, that this clause (d)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (e) any Event of Bankruptcy shall occur with respect to any Transaction Party; or (f) the Administrative Agent, on behalf of the Purchasers, shall, for any reason, fail or cease to have a valid and perfected first priority security interest in the Receivables and Related Security and Collections with respect thereto or there shall exist any Adverse Claims (except as created in favor of the Seller pursuant to the Originator Purchase Agreement or in favor of the Administrative Agent and the transactions contemplated herein may Purchasers pursuant to this Agreement) on the Receivables or the Related Security or Collections with respect thereto; or (g) any Change of Control shall occur or the Originator shall cease to own directly 100% of the issued and outstanding Equity Interests of the Seller; or (h) there shall have occurred since the Initial Closing Date any event or condition which has had or could reasonably be abandoned:expected to have a material adverse effect on (A) the ability of any Transaction Party to perform its obligations under the Transaction Documents or (B) the collectibility of the Receivables; or (i) by mutual consent the Receivable Interest Percentage exceeds the Maximum Receivable Interest Percentage unless, within two Business Days of obtaining notice or knowledge thereof, the Seller reduces the Capital from previously received Collections or other funds available to the Seller so as to reduce the Receivable Interest Percentage to less than or equal to the Maximum Receivable Interest Percentage; or (j) the average of the parties hereto.Dilution Ratios for any three consecutive Calculation Periods exceeds 4.50%; or (k) the average of the Default Ratios for any three consecutive Calculation Periods exceeds 3.25%; or (l) the average of the Delinquency Ratios for any three consecutive Calculation Periods exceeds 3.00%; or (m) the average of the Loss-to-Liquidation Ratios for any twelve consecutive Calculation Periods exceeds 1.00%; or (n) the average of the Portfolio Turnover Rates for any three consecutive Calculation Periods exceeds 8; or (o) any Transaction Party receives notice or becomes aware that (i) a notice of federal tax lien has been filed against any Transaction Party or (ii) a notice of lien has been filed against any Transaction Party under Section 412(n) of the IRC or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the IRC or Section 302(f) of ERISA applies; or (p) a “Termination Event” shall occur under (and as defined in) the Originator Purchase Agreement; or (q) one or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 or, in the case of the Seller, in an aggregate amount in excess of $25,000 (except in each case to the extent covered by insurance or other right of reimbursement or indemnification), or which have or would reasonably be expected to have a Material Adverse Effect, shall be rendered against the Originator, the Seller, any party by Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed or bonded pending appeal; or (r) any of this Agreement or the Originator Purchase Agreement shall cease, for any reason, to be in full force and effect, or any Transaction Party shall so assert in writing or any Transaction Party shall otherwise seek to terminate or disaffirm its obligations under any such Transaction Document; or (s) any Financial Covenant Default shall occur; or (t) an ERISA Event shall have occurred and shall be outstanding that, when taken together with all other ERISA Events that have occurred and are then outstanding, would reasonably be expected to result in liability of the Originator and its Subsidiaries in an aggregate amount exceeding $25,000,000, individually or in the aggregate; then, and in any such event, the Administrative Agent may, in its discretion, and shall, at the direction of any Managing Agent or the Majority Committed Purchasers, declare the Termination Date to have occurred upon notice to the other party if Seller (in which case the Initial Closing Termination Date shall not be deemed to 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 (iioccurred). (iii) 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 Termination Date shall occur automatically upon the occurrence of any Event of Bankruptcy with respect to terminate this Agreement pursuant any Transaction Party without any requirement for the giving of notice. Upon any such declaration or upon such automatic occurrence, the Purchasers, the Managing Agents and the Administrative Agent shall have, in addition to this clause (iii) shall the rights and remedies which they may have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of under this Agreement. (c) In , all other rights and remedies provided after default under the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereofUCC and under other applicable law, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto which rights and this Agreement shall terminate and the transactions contemplated hereby remedies shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofcumulative.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandoned: by (i) by the mutual consent of the parties hereto. Plan Proponents and each of the Requisite Consenting Noteholders or (ii) by any party by either of the Plan Proponents or either of the Requisite Consenting Noteholders upon two (2) business days prior written notice delivered to the other party if Parties upon 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) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree occurrence 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-appealablefollowing events (each a “Termination Event”); provided, however, that this Agreement may be terminated solely (i) by the party seeking Committee or either of the Requisite Consenting Noteholders upon the occurrence of the Termination Events set forth in clauses (a), (e), (h)-(m) below and (ii) by either of the Requisite Consenting Noteholders upon the occurrence of the Termination Event set forth in clause (f) below: (a) the public announcement by the Company of its intention not to pursue the Restructuring or the Company’s acceptance of an Alternative Transaction; (b) following the delivery of written notice thereof by a non-breaching Party, the occurrence of a material breach by any of the Parties of any of its obligations, representations, warranties, covenants or commitments set forth in this Agreement, any agreement relating to the Rights Offering, including but not limited to, the Backstop Commitment Agreement, that is either unable to be cured or is not cured within five (5) business days following the delivery of such notice; (c) the issuance by any court of competent jurisdiction or other competent governmental or regulatory authority of an order making illegal or otherwise restricting, preventing or prohibiting the Restructuring or causing a material adverse effect on the economics terms of the Restructuring, taken as a whole, in each case, in a manner that cannot reasonably be remedied by the Company; (d) the appointment in the Bankruptcy Cases of a trustee or receiver (but not the Independent Director), the conversion of the Bankruptcy Cases to cases under chapter 7 of the Bankruptcy Code, or the dismissal of the Bankruptcy Cases by order of the Bankruptcy Court; (e) the Debtors’ entry into any postpetition financing agreement or exit financing agreement in form and substance not reasonably acceptable to the Committee and each of the Requisite Consenting Noteholders; (f) the entry into any agreement relating to the financing of the Debtor’s operating subsidiaries, including, without limitation, amendments to local financing agreements, including the Local Credit Agreements and any Subsequent CDB Amendments (if applicable), in form and substance not reasonably acceptable to each of the Requisite Consenting Noteholders; provided that the CDB Amendments shall be deemed reasonably acceptable to each of the Requisite Consenting Noteholders as of December 18, 2014 in the absence of the prior delivery to the Company by either of the Requisite Consenting Noteholders of any written objection thereto; (g) the issuance by the Bankruptcy Court of an order terminating the Debtors’ exclusive right to file a plan of reorganization pursuant to Bankruptcy Code section 1121; (h) the failure of the Plan Proponents to have filed the PSA Motion, the Disclosure Statement, the Plan and the motion(s) to approve the Disclosure Statement and the Backstop Commitment Agreement with the Bankruptcy Court by December 18, 2014; (i) the failure of the Bankruptcy Court to have entered the PSA Order, an order approving the Disclosure Statement and an order approving the Backstop Commitment Agreement by January 30, 2015; (j) the failure of the Bankruptcy Court to have convened a hearing on the confirmation of the Plan on or before March 26, 2015; (k) the failure of the Bankruptcy Court to have entered the Confirmation Order on or before April 8, 2015; (l) the failure of the Plan Effective Date to have occurred by April 22, 2015; (m) the Plan or Disclosure Statement is amended or modified in any manner that is materially adverse to either of the Requisite Consenting Noteholders and is not otherwise reasonably acceptable to the Committee and each of the Requisite Consenting Noteholders; (n) any of the orders approving this Agreement, the Backstop Commitment Agreement, the Disclosure Statement, the Rights Offering Procedures, or the Confirmation Order is reversed, stayed, dismissed, vacated, reconsidered or is materially modified or materially amended after entry in a manner that is not reasonably acceptable to the Plan Proponents and each of the Required Consenting Noteholders; (o) the determination by either of the Plan Proponents or either of the Requisite Consenting Noteholders to terminate this Agreement and the Plan Term Sheet, if the Independent Director determines not to join or approve the Settlement (to the extent the appointment of the Independent Director is deemed necessary); or (p) the determination by the Company’s board of directors (the “Board”) that (i) proceeding with the transactions contemplated by this Agreement would be inconsistent with the continued exercise of its fiduciary duties, or (ii) having received a proposal or offer for an Alternative Transaction, that such Alternative Transaction is likely to be more favorable than the Plan and that continued support of the Plan pursuant to this clause Agreement would be inconsistent with its fiduciary obligations. The Committee may withdraw from and no longer remain bound by this Agreement, it being understood that the Agreement shall remain binding among the remaining Parties, in the event the Committee (iiii) shall have used determines that proceeding with the transactions contemplated by this Agreement would be inconsistent with the continued exercise of its reasonable best efforts fiduciary duties, or (ii) determines no later than the Settlement Date, having received a proposal or offer for an Alternative Transaction, that such Alternative Transaction is likely to have such injunction, order or decree vacated or denied. (b) The respective obligations be more favorable than the Plan for unsecured creditors and that continued support of the parties hereto Plan pursuant to Section 6.5 this Agreement would be inconsistent with its fiduciary obligations. No Party may terminate this Agreement if such Party failed to perform or comply in any material respect with the terms and this Article 10 shall survive any termination conditions of this Agreement. (c) In , with such failure to perform or comply causing, or resulting in, the event either party wishes to terminate occurrence of one or more termination events specified herein. Nothing in this Section 7 shall relieve any Party of liability for any breach or non-performance of this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given occurring prior to the other party hereto and Termination Date The date on which this Agreement is terminated in accordance with the provisions of this Section 7 shall terminate be referred to as the “Termination Date”. On the Termination Date, the provisions of this Agreement and the transactions contemplated hereby Plan Term Sheet shall be abandoned without further action by any terminate, except as otherwise provided in this Agreement, unless, within three (3) business days of such Termination Date, the Plan Proponents and each of the parties heretoRequisite Consenting Noteholders waive, in writing, the occurrence of the Termination Event giving rise to the occurrence of such Termination Date. For the avoidance of doubt, each of the Parties hereby waives any requirement under section 362 of the Bankruptcy Code to lift the automatic stay thereunder for purposes of providing notice under this Agreement (and agrees not to object to any non-breaching Party seeking, if necessary, to lift such automatic stay in connection with the provision of any such notice); provided, however, that nothing herein in this paragraph shall relieve prejudice any party from liability for any breach hereofParty’s rights to argue that the termination was not proper under the terms of this Agreement.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party by notice prior 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 Closing, notwithstanding approval of this Agreement by Company 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 Stockholdersthe Company, on if there shall be any Legal Requirement enacted or deemed applicable to the one handMerger that makes consummation of the Merger illegal, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) if any Order 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 Body of competent jurisdiction is issued that prohibits the preventing or prohibiting consummation of the Purchase and such injunction, restraining order or decree is Merger shall have become final and non-appealablenonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iiiSection 8.1(b) shall must have used its all commercially reasonable best efforts to have remove any such injunction, order or decree vacated or denied. (b) The respective obligations of Order prior to the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.Termination Date; (c) In by either Parent or the event either party wishes 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 10.2(a)(ii8.1(c) or 10.2(a)(iii) hereof, written notice thereof (stating if the reasons for such termination) shall promptly be given failure of the Company stockholders to the other party hereto and approve this Agreement shall terminate and is attributable to a failure on the transactions contemplated hereby shall be abandoned without further action 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 any 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 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 Company’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 nothing herein Parent may not terminate this Agreement under this Section 8.1(e) on account of an inaccuracy in the Company’s representations and 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 cure such inaccuracy or breach within 15 days after receiving written notice from Parent of such inaccuracy or breach; (f) by the Company, if (i) any of Parent’s representations and warranties contained in this Agreement shall relieve 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 7.1 would not be satisfied; or (ii) if any of Parent’s covenants contained in this Agreement shall have been breached, such that the condition to closing described in Section 7.2 would not be satisfied; provided, however, that the Company may not terminate this Agreement under this Section 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 (g) by Parent or the Company, if the Closing has not taken place on or before September 30, 2006 (the “Termination Date”) (other than as a result of any failure on the part of the terminating party from liability for to comply with or perform any breach hereofof its covenants or obligations set forth in this Agreement).

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandonedabandoned at any time prior to the Effective Time: (ia) by mutual written consent of NBC and Xenon 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, 1999, unless extended by written agreement of the parties hereto. (ii) by any , provided that the party by notice to the other party if the Initial Closing terminating this Agreement shall not have been consummated within sixty (60) days after be in material default or breach hereunder and provided, further, that the date hereof; provided that if the Initial Closing shall not occur before such date due right 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 under this paragraph clause (ii).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; (iiic) by Buyer, on the one hand, either NBC or Company or Stockholders, on the other hand, Xenon 2 if an injunction, restraining order or decree of any nature of (i) any Governmental Authority Authority, the consent or approval of competent jurisdiction which is issued that prohibits required for the consummation of the Purchase transactions contemplated hereby, shall have determined not to grant its consent or approval and all appeals of such determination shall have been taken and have been unsuccessful or (ii) any court of competent jurisdiction in the United States shall have issued a final and unappealable permanent injunction, order, judgment or other decree (other than a temporary restraining order order) restraining, enjoining or decree is final and non-appealable; providedotherwise prohibiting the consummation of the transactions contemplated hereby, however, provided that the party seeking to terminate this Agreement pursuant to under this clause (iiic) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination is not then in material breach of this Agreement. (c) In Agreement and provided, further, that the event either party wishes right to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof under this clause (stating the reasons for such terminationc) shall promptly not be given available to any party who shall not have used reasonable commercial efforts to avoid the other party hereto and 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 adjournment thereof, 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 NBC its approval or recommendation of this Agreement, the Xenon 2 Merger Agreement shall terminate and or any of the 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 (i) determines in good faith and after consultation with a financial advisor of nationally recognized reputation to be abandoned 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, where Xenon 2 is terminating this Agreement, or (y) Xoom or 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 such breach is given by the non-breaching party. (i) automatically and without further any action by any the parties upon the termination of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofXenon 2 Merger Agreement.

Termination Events. The occurrence of any of the following events or conditions shall constitute a Termination Event hereunder: (a) Without prejudice A party shall fail for any reason to other remedies which may be available make any payment to the parties by law other party when required pursuant to the provisions of Article V and such failure shall not have been cured within three business days of receipt of notice from the other to such effect; (b) Except as otherwise provided in Section 9.2(a), a party shall fail to perform or this Agreement, breach or default in any of its obligations under this Agreement may and such failure to perform, breach or default is not cured within sixty days after receipt of notice from the another party thereof; (c) A party shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a voluntary petition under any bankruptcy, insolvency or other law for the relief or aid of debtors, including without limitation the Bankruptcy Code of 1978, as amended, (iii) make any assignment for the benefit of its creditors or (iv) enter into any composition agreement; (d) An involuntary petition shall be terminated filed against a party under any bankruptcy, insolvency or other law for the relief or aid of debtors, including without limitation the Bankruptcy Code of 1978, as amended, which involuntary petition is not dismissed within sixty days after the date of the filing thereof; (e) Any court of competent jurisdiction shall find that a party is insolvent or bankrupt; (f) A receiver or trustee shall be appointed for a party or for all or a substantial portion of the assets and properties of a party; (g) A final judgment shall be entered against a party which is not satisfied or bonded in full within thirty days after the transactions contemplated herein may date of the entry thereof; (h) Any of the assets and properties of a party shall be abandoned:levied upon, seized or attached; (i) by mutual consent All or a substantial portion of the parties hereto.assets and properties of a party shall be lost, stolen, damaged or destroyed; or (iij) by any A party 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 handenter into, or Buyerconsummate, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause an Extraordinary Transaction (iias such term is hereinafter defined). (iii) 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of Purchaser and the Sellers’ Representative; (b) by Purchaser if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on the date that is 150 days following the date of this Agreement (the “Outside Date”), unless the failure to so close is the result of the willful and intentional breach by Purchaser of this Agreement or any other agreement or instrument delivered to the Sellers’ Representative in connection with the transactions contemplated herein may be abandoned:by this Agreement; (c) by the Sellers’ Representative if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on the Outside Date, unless the failure to so close is the result of the willful and intentional breach by a Seller, the Company, Blocker or the Sellers’ Representative of this Agreement or any other agreement or instrument delivered to Purchaser in connection with the transactions contemplated by this Agreement; (d) by either Purchaser or the Sellers’ Representative if: (i) 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 transactions contemplated by mutual consent of the parties hereto. this Agreement; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any party Governmental Body that would make consummation of the transactions contemplated by notice this Agreement illegal; (e) by Purchaser if: (i) any of the representations and warranties of the Sellers, Blocker or the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the other party if date of this Agreement, such that the Initial Closing condition set forth in Section 8.1 would not be satisfied; (ii) any of the covenants of the Sellers, the Company or Blocker contained in this Agreement shall not have been consummated within sixty breached such that the condition set forth in Section 8.2 would not be satisfied; or (60iii) days after any Material Adverse Effect shall have occurred (solely to the extent such Material Adverse Effect has not been cured prior to the Outside Date); provided, however, that, in the case of clauses “(i)” and “(ii)” only, if an inaccuracy in any of the representations and warranties of the Sellers, the Company or Blocker as of a date subsequent to the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach of this Agreement or a breach of a covenant by the Sellers, the Company or StockholdersBlocker is curable by the Sellers, on the one handCompany or Blocker, as the case may be, through the use of reasonable efforts within five Business Days after Purchaser notifies the Sellers’ Representative in writing of the existence of such inaccuracy or Buyer, on breach (the other hand“Sellers Cure Period”), then Purchaser may not terminate this Agreement under this Section 10.1(e) as a result of such inaccuracy or breach prior to the expiration of the Sellers Cure Period, provided, that party the Sellers, the Company and Blocker, during the Sellers Cure Period, continue to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Purchaser may not terminate this Agreement pursuant to this paragraph clause Section 10.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Sellers Cure Period); or (f) by the Sellers’ Representative if: (i) any of Purchaser’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 9.1 would not be satisfied; or (ii). (iii) by Buyer, on if any of Purchaser’s covenants contained in this Agreement shall have been breached such that 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-appealablecondition 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 party seeking date of this Agreement or a breach of a covenant by Purchaser is curable by Purchaser through the use of reasonable efforts within five Business Days after the Sellers’ Representative notifies Purchaser in writing of the existence of such inaccuracy or breach (the “Purchaser Cure Period”), then the Sellers’ Representative may not terminate this Agreement under this Section 10.1(f) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period, provided, that Purchaser, during the Purchaser Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Sellers’ Representative may not terminate this Agreement pursuant to this clause (iiiSection 10.1(f) shall have used its reasonable best efforts with respect to have such injunction, order inaccuracy or decree vacated breach if such inaccuracy or denied. (b) The respective obligations breach is cured prior to the expiration of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this AgreementPurchaser Cure Period). (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties Parties by law Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein hereby may be abandonedabandoned at any time prior to the Closing: (ia) by mutual written consent of the parties hereto.Xxxxxxx and Xxxxx; (iib) by any party either Sellers or Buyer by giving written notice to the other party Party if the Initial Closing shall not have been consummated within sixty occurred by the date that is one hundred eighty (60180) days after the date hereofof this Agreement (the “Termination Date”), unless extended by written agreement of Sellers and Buyer; provided provided, however, that if the Initial Closing 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 not occur before such date due be automatically extended for an additional sixty (60) days; and provided, further, however, that the right 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 under this subsection (b) shall not be available to any Party whose breach of its obligations under this paragraph clause (ii).Agreement has been a cause of, or resulted in, the failure of the transactions contemplated hereby to be consummated by such time; (iiic) by Buyer, on the one hand, either Sellers or Company or Stockholders, on Buyer by giving written notice to the other handParty if such other Party has breached its representations, if an injunctionwarranties, restraining order covenants, agreements or decree other obligations hereunder in a manner that renders impossible the satisfaction of any nature condition of any Governmental Authority of competent jurisdiction is issued that prohibits the consummation of the Purchase such Party giving notice set forth in Article VII not to be satisfied and such injunction, restraining order or decree breach is final and non-appealableincapable of being cured; provided, however, that the party seeking right to terminate this Agreement pursuant to under this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. subsection (c) In the event 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 party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) Sellers or 10.2(a)(iii) hereof, Buyer by giving written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and this Agreement Party if any Governmental Authority shall terminate and have issued a Governmental Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated hereby by this Agreement, and such Governmental Order or other action shall not be abandoned without further action by any of the parties heretosubject to appeal or shall have become final and unappealable; provided, however, that nothing herein the right to terminate this Agreement under this subsection (d) shall relieve not be available to any party from liability for 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; (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 breach hereofsuch conditions which by their terms are not capable of being satisfied until the 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 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 required to occur pursuant to Section 2.2; or (g) by Buyer in accordance with Section 6.11.

Termination Events. (a) Without prejudice to other remedies which that may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein hereby may be abandonedabandoned at any time prior to the Closing: (ia) mutually, by mutual the written consent of the parties hereto.Company and a Majority in Interest of the Investors; (iib) by any party either the Company or a Majority in Interest of the Investors by giving written notice to the other party or parties 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 occurred prior to August 31, 2003, unless extended by written agreement of 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) 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-appealableparties; provided, however, that the party seeking termination pursuant to this subsection (b) is not in default or material breach hereunder and 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 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 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 (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 manner adverse to the Investors or made any public statement inconsistent with the Company Recommendation; provided, however, that, in order for the termination of this Agreement by the Company pursuant to this clause (iiie) to be deemed effective, the Company shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.complied with all provisions of Sections 8.7 and 8.8; (bf) The respective obligations by a Majority in Interest of the parties hereto pursuant to Section 6.5 and this Article 10 Investors, if (i) the Company shall survive have materially breached any termination of this Agreement. (c) In the event either party wishes to terminate covenant or obligation in this Agreement pursuant and such breach is not cured within ten (10) business days of the date of the delivery to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, the Company by an Investor of a written notice thereof of such breach or (stating ii) any of the reasons for such termination) shall promptly be given to the other party hereto Company’s representations and warranties contained in this Agreement shall terminate 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 5.1 would not be satisfied as of such date and the transactions contemplated hereby shall be abandoned without further action by any such breach is not cured within thirty (30) days of the parties heretodate of the delivery to the Company by an Investor of a written notice of such breach; providedor (g) by a Majority in Interest of the Investors, howeverif there shall have occurred an event or events which, that nothing herein shall relieve any party from liability individually or in the aggregate, constitute a Material Adverse Effect on the Company and such Material Adverse Effect on the Company continues for any breach hereofat least thirty (30) days after the date of delivery to the Company by an Investor of a written notice of such Material Adverse Effect on the Company.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and on or prior to the transactions contemplated herein may be abandonedClosing Date as follows: (i) by mutual consent of the all parties hereto.; (ii) by any party by notice the Sellers holding at least 90% of the Shares and the FMS Shares or Buyer (the "NOTIFYING PARTY") if Buyer or Sellers, as the case may be (the "NOTIFIED PARTY"), shall have failed to the other party perform and comply in all material respects with its or their respective agreements and covenants hereunder and, if the Initial Closing such failure is reasonably capable of being remedied, such failure to perform or comply shall not have been consummated remedied within sixty thirty (6030) days after receipt by the date hereof; provided Notified Party of notice in writing from the Notifying Party, specifying the nature of such failure and requesting that if such failure be remedied, provided, that 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 Notifying Party may not terminate this Agreement pursuant to this paragraph clause subsection (ii).) for an additional thirty (30) days if (x) the Notified Party continues in good faith to use its Best Efforts to perform or comply with such agreements and covenants, and (y) such failure to perform or comply is reasonably capable of being remedied within such additional thirty (30) day period and in any event prior to the Closing; (iii) by Buyer or Sellers holding at least 90% of the Shares and FMS Shares, because of a misrepresentation or breach of warranty (whether or not constituting a Breach Event or Subsequent Development) by Seller(s) or the Company (in the case of termination by Buyer) or by Buyer (in the case of termination by Sellers) that would cause the conditions set forth in Section 9.1 [Accuracy of Representations -Seller] or 10.1[Accuracy of Representations -Buyer], on as the one handcase may be, or Company or Stockholders, on the other handto not be satisfied and, if an injunctionsuch failure is reasonably capable of being remedied, restraining order such failure to perform or decree comply shall not have been remedied within thirty (30) days after receipt by the breaching party of any notice in writing from the party seeking to terminate, specifying the nature of any Governmental Authority of competent jurisdiction is issued such failure and requesting that prohibits the consummation of the Purchase and such injunction, restraining order or decree is final and non-appealablefailure be remedied; provided, however, that the party seeking to terminate may not terminate this Agreement pursuant to this clause subsection (iii) shall have used for an additional thirty (30) days if (x) the breaching party continues in good faith to use its reasonable best efforts Best Efforts to have perform or comply with such injunctionagreements and covenants, order and (y) such failure to perform or decree vacated comply is reasonably capable of being remedied within such additional thirty (30) day period and in any event prior to the Closing (and the terminating party is not itself in material breach of this Agreement); or (iv) by Buyer or deniedSellers holding at least 90% of the Shares and FMS Shares, if the Closing has not occurred by March 31, 2000. (b) The respective obligations In the event of the parties hereto termination by any party pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof11.1(a), written notice thereof (stating the reasons for such termination) shall promptly be given by the terminating party to the other party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofparty.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by mutual consent of either the parties hereto. (ii) by any party by notice to Purchaser or the other party Seller if the Initial Closing Transactions shall not have been consummated within sixty by April 15th (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"Termination Date"). (iii) 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 a party seeking shall not be permitted to terminate this Agreement pursuant to this clause (iii) 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 Agreement required to be performed by such party at or prior to the Closing Date, and the Seller shall not be permitted to terminate this Agreement pursuant hereto unless the Seller shall have used its reasonable best efforts made any payment required to have such injunction, order or decree vacated or denied.be made to the Purchaser pursuant to Section 8.4; (b) The respective obligations 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 other action, having the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination effect of this Agreement.permanently restraining, enjoining or otherwise prohibiting the Transactions; (c) In by either the event either 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 wishes shall not be permitted to terminate this Agreement pursuant to this Section 10.2(a)(ii8.1(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 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given prior to the other party hereto 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 a Triggering Event shall have occurred; (e) by the Purchaser if (i) any of the Seller's representations and warranties contained in this Agreement shall terminate and be inaccurate as of the transactions contemplated hereby date of this Agreement, 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 6.1 would not be abandoned without further action by satisfied, or (ii) any of the parties heretoSeller'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 nothing herein if an inaccuracy in any 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 Section 8.1(e) on account of such inaccuracy or breach; or (f) by the Seller if (i) any of the representations and warranties of Parent and the Purchaser contained in this Agreement shall relieve be inaccurate as of the date of this Agreement, 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 party from liability for of 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, however, that if an inaccuracy in any of the representations and warranties of Parent and the Purchaser as of a date subsequent to the date of this Agreement or a breach hereofof a 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. (g) [By the Purchaser if it is not satisfied with the results of its due diligence investigation.]

Termination Events. (a) Without prejudice to other remedies which may be available to the parties Parties by law Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned:abandoned (provided, that with respect to Section 10.1(g), any such termination and abandonment shall be automatic and shall occur immediately upon the occurrence of the event specified therein and shall not require any action or notice on the part of any Party): (ia) by mutual written consent of the parties hereto.Parties; (iib) after March 4, 2020 (the “Outside Date”), by any party Party by notice to the other party 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 on or prior to the breach of this Agreement by Company or Stockholders, 5:00 pm Pacific Time 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) 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-appealableOutside Date; provided, however, that the party seeking right to terminate this Agreement pursuant to under this clause (iiiSection 10.1(b) shall have used not be available to any Party whose failure or whose Affiliate’s failure to perform any of its reasonable best efforts to have such injunctionrepresentations, order warranties, covenants or decree vacated other obligations under this Agreement has been the primary cause of, or denied. (b) The respective obligations otherwise primarily resulted in, the failure of the parties hereto pursuant Closing to Section 6.5 and this Article 10 shall survive any termination of this Agreement.occur on or prior to such date; (c) In by any Party, if a final, non-appealable Order enjoining or otherwise prohibiting consummation of the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(iiPurchase has been issued by any Governmental Authority (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) or 10.2(a)(iiiany Law has been enacted that would make the Purchase illegal; (d) hereofby Seller if (i) Seller is not in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the conditions set forth in Sections 7.2(a) or 7.2(b) incapable of being satisfied on the Outside Date and (ii) Purchaser is in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the conditions set forth in Sections 7.3(a) or 7.3(b) incapable of being satisfied on the Outside Date, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) thirty (30) days after the giving of written notice thereof by Seller to Purchaser and (stating the reasons for such terminationy) shall promptly be given three (3) Business Days prior to the other party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action Outside Date; 73 (e) by Purchaser if (i) Purchaser is not in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the parties heretoconditions set forth in Sections 7.3(a) or 7.3(b) incapable of being satisfied on the Outside Date and (ii) Seller is in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) incapable of being satisfied on the Outside Date, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) thirty (30) days after the giving of written notice by Purchaser to Seller and (y) three (3) Business Days prior to the Outside Date; (f) by Purchaser, if a definitive agreement for an Xxxx Acquisition Transaction shall have been executed; provided, however, that nothing herein shall relieve any party from liability for any breach hereofor (g) automatically if the Supply Agreement is validly terminated prior to Closing by Purchaser in accordance with its terms.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by the mutual written consent of Purchaser and the parties hereto. (ii) by any party 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) 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.Shareholders’ Representative; (b) The respective obligations of by either Purchaser or the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.Shareholders’ Representative if the Closing has not taken place on or before 5:00 p.m. on June 30, 2011; (c) In by either Purchaser or the event either party wishes Shareholders’ Representative 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 transactions contemplated by this Agreement; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or applicable to terminate the transactions contemplated by this Agreement pursuant to Section 10.2(a)(iiby any Governmental Body that would make consummation of such transactions illegal; (d) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given by Purchaser prior to the other party hereto date of the Closing, if: (i) any of the representations and warranties of the Company or the Selling Shareholders contained in this Agreement shall terminate be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, and in any case shall have a Material Adverse Effect on the transactions contemplated hereby shall Company’s business, such that the condition set forth in Section 6.1 would not be abandoned without further action by satisfied; or (ii) any of the parties heretocovenants of the Company or the Selling Shareholders contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; providedor (e) by the Selling Shareholder if: (i) any of the representations and warranties of Purchaser contained in this Agreement shall be inaccurate as of the date of this Agreement, howeveror shall have become inaccurate as of a date subsequent to the date of this Agreement which inaccuracy shall have a Material Adverse Effect on the Selling Shareholders, such that nothing herein the condition set forth in Section 7.1 would not be satisfied; or (ii) any of the covenants of Purchaser contained in this Agreement shall relieve any party from liability for any breach hereofhave been breached such that the condition set forth in Section 7.2 would not be satisfied.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (a) by the Purchaser or Purchaser Sub if (i) by mutual consent there is a material Breach of any covenant or obligation of the parties hereto. (ii) by any party by notice to the other party if the Initial Closing Seller and such Breach shall not have been consummated cured within sixty (60) fifteen days after the date hereof; provided that if the Initial Closing shall not occur before such date due delivery of notice thereof to the breach Seller, or (ii) the Purchaser or Purchaser Sub reasonably determines that the timely satisfaction of this Agreement by Company any condition set forth in Section 5 has become impossible or Stockholders, 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 one hand, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) 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 part of the Purchase Purchaser or Purchaser Sub to comply with or perform its covenants and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking to terminate obligations set forth in this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.Agreement); (b) The respective obligations by the Seller if (i) there is a material Breach of any covenant or obligation of the parties hereto pursuant 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, or (ii) the Seller reasonably determines that the timely satisfaction of any condition set forth in Section 6.5 and this Article 10 shall survive 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 termination failure on the part of the Seller to comply with or perform any covenant or obligation set forth in this Agreement.); (c) In by the event either party wishes 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 terminate comply with or perform its covenants and obligations under this Agreement pursuant Agreement); (d) by the Seller 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 Seller to Section 10.2(a)(iicomply with or perform any covenant or obligation set forth in this Agreement); (e) by the Purchaser or 10.2(a)(iii) hereof, written notice thereof (stating the reasons Purchaser Sub at any time for such termination) shall promptly be given any or no reason prior to the other party hereto acceptance of all Delayed Schedules by Purchaser and this Agreement shall terminate Purchaser Sub as set forth in Section 4.12; or (f) by the mutual written consent of the Purchaser, Purchaser Sub and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofSeller.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated prior to the Closing: (a) By either the Company or Purchaser if a court of competent jurisdiction or other Governmental Body 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 herein may be abandoned: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 September 27, 2011 (other than as a result of any failure on the part of Parent, Purchaser or Merger Sub to comply with or perform any covenant or obligation of Parent, Purchaser or Merger Sub set forth in this Agreement); or (c) by the Company if the Closing has not taken place on or before September 27, 2011 (other than as a result of the failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement); or (d) by the mutual written consent of Purchaser and the Company; or (e) by Purchaser, if (i) by mutual consent of the parties hereto. (ii) by Company shall breach any party by notice representation, warranty, obligation or agreement hereunder such that the conditions referred to the other party if the Initial Closing in Section 7.1 or Section 7.2 would not be satisfied and such breach shall not have been consummated cured within sixty seven (607) days after the date hereof; Business Days following written notice of such breach, 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) 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 right to terminate this Agreement pursuant by Purchaser under this Section 9.1(e) shall not be available where Parent, Purchaser or Merger Sub is at that time in breach of this Agreement, (ii) the board of directors of the Company shall have withdrawn or modified its recommendation of this Agreement or the Merger in a manner adverse to Parent or Purchaser or recommended, endorsed, accepted or agreed to an Acquisition Transaction (except with regard to Company Stock Options or pending Company Warrants set forth in Part 2.3 of the Disclosure Schedule) or shall have resolved to do any of the foregoing or the approval of the Shareholders of this clause Agreement or the Merger shall have been rescinded or invalidated, (iii) the Company or any of its respective officers, directors, employees or other agents, shall have used its reasonable best efforts failed to comply with Section 5.2 or (iv) there shall have been an event such injunction, order or decree vacated or denied.that any of the conditions set forth in Section 7.1 would be incapable of being satisfied; or (bf) The respective obligations by the Company, if (i) Parent, Purchaser or Merger Sub shall breach any representation, warranty, obligation or agreement hereunder such that the conditions referred to in Section 8.1 or Section 8.2 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 parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes right to terminate this Agreement pursuant to by the Company under this Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination9.1(f) shall promptly not be given to available where the other party hereto and Company is at that time in breach of this Agreement; (ii) the board of directors of Parent, Purchaser or Merger Sub shall have withdrawn or modified its recommendation of this Agreement or the Merger; or (iii) there shall terminate and the transactions contemplated hereby shall be abandoned without further action by have been an event such that any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofconditions set forth in Section 8.1 would be incapable of being satisfied;.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by mutual written consent of Parent and the parties hereto.Company; (iib) by any party by notice to either Parent or 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) by Buyer, on the one hand, or Company or Stockholders, on the other handCompany, if an injunction, restraining order or decree of any nature of Order by any Governmental Authority Body of competent jurisdiction is issued that prohibits the preventing or prohibiting consummation of the Purchase and such injunction, restraining order or decree is Merger shall have become final and non-appealablenonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iiiSection 8.1(b) shall must have used its all reasonable best efforts to have remove any such injunction, order or decree vacated or denied. (b) The respective obligations Order without agreeing to the imposition of any Burdensome Condition prior to the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.Termination Date; (c) In by either Parent or the event either party wishes Company if (i) the Company Shareholders Meeting (including any adjournment or postponement thereof) shall have been duly held and completed and the Company shareholders shall have taken a final vote on a proposal to approve and adopt the Merger, this Agreement and the Escrow Agreement and (ii) the Merger, this Agreement and the Escrow Agreement shall not have been adopted and approved by the Required Company Shareholder Vote; provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 10.2(a)(ii8.1(c) or 10.2(a)(iiiif the failure of the Company shareholders to adopt and approve the Merger, this Agreement and the Escrow Agreement is attributable to a failure on the part of the Company to perform its obligations under this Agreement; (d) hereof, written notice thereof (stating by Parent if any of the reasons for such termination) shall promptly be given to the other party hereto Company's representations and warranties contained in this Agreement shall terminate and have been inaccurate as of the transactions contemplated hereby 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 set forth in Section 6.1 would not be abandoned without further action by satisfied, or if any of the parties heretoCompany's covenants contained in this Agreement shall have been breached in any material respect; provided, however, that nothing herein Parent may not terminate this Agreement under this Section 8.1(d) on account of an inaccuracy in the Company's representations and 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 cure such inaccuracy or breach within 15 days after receiving written notice from Parent of such inaccuracy or breach; (e) by the Company if any of Parent's representations and warranties contained in this Agreement shall relieve 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 set forth in Section 7.1 would not be satisfied, or if any of Parent's covenants contained in this Agreement shall have been breached in any material respect; provided, however, that the Company may not terminate this Agreement under this Section 8.1(e) 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; (f) by Parent or the Company if the Closing has not taken place on or before July 31, 2002 (the "Termination Date") (other than as a result of any failure on the part of the terminating party from liability to comply with or perform any of its covenant or obligation set forth in this Agreement); (g) by Parent if a Company Triggering Event shall have occurred; or (h) by Parent if the average closing sales price for Parent Common Stock on the New York Stock Exchange Composite Transaction Tape (as reported in The Wall Street Journal, or, if not reported therein, any other authoritative source) for any breach hereof(5) trading-day period ending on, or immediately after, the date on which the condition set forth in Section 6.3 has been satisfied is below $18.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party by notice prior to the other party if the Initial Closing shall not have been consummated within sixty (60) days whether before or after the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach 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 May 20, 2009 (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 Agreement or in any other agreement or instrument delivered to the Company in connection with the transactions contemplated by this Agreement); (c) by the Company if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on May 20, 2009 (other than as a result of any failure on the part of the Company or Stockholdersany 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); (d) by either Parent or the Company if: (i) a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, on the one handdecree or ruling, or Buyershall have taken any other action, on having the other handeffect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Body that would make consummation of the Merger illegal; (e) by Parent if: (i) any of the representations and warranties of the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or 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; or (ii) any 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 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 30 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this 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 (it being understood that party Parent may not terminate this Agreement pursuant to this paragraph clause Section 8.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); (f) by the Company if: (i) any of Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied; or (ii). (iii) by Buyer, on if any of Parent’s covenants contained in this Agreement shall have been breached such that 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-appealablecondition 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 party seeking date of this Agreement or a breach of a covenant by Parent is curable by Parent through the use of reasonable efforts within 30 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(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 clause (iiiSection 8.1(f) shall have used its reasonable best efforts with respect to have such injunction, order inaccuracy or decree vacated breach if such inaccuracy or denied.breach is cured prior to the expiration of the Parent Cure Period); or (bg) The respective obligations of by Parent if the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination Required Merger Stockholder Votes or the Required Amendment Stockholder Votes are not obtained within one day after the date of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this 18.1 This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedend of its natural term as provided in Article XVII at any time by mutual agreement of both parties. 18.2 A party hereto shall have the right to terminate this Agreement by giving prior written notice upon the occurrence of any of the following events involving the other party hereto: (i) by mutual consent of the parties hereto. (ii) by any party 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 A material breach of this Agreement by Company or Stockholdersthe other party, on including without limitation the one handrepresentations and warranties contained in Article XIX, which if capable of remedy, has not been remedied by such breaching party within thirty (30) calendar days of written notice by the non-breaching party; (ii) The filing of any petition under the United States Bankruptcy Code, in effect from time to time, or Buyer, on any similar Federal or state statute by or against the other handparty if such petition is not dismissed within 120 days after service upon the other party, then that or the failure of the other party may not terminate this Agreement pursuant generally to this paragraph clause (ii).pay its debts as such debts become due; (iii) by BuyerThe filing of an application for the appointment of a receiver for, on the one handmaking of a general assignment for the benefit of creditors by, or Company or Stockholdersthe insolvency of, on the other handparty; or (iv) The other party's liquidation, if an injunctiondissolution, restraining order termination of existence or decree of any nature of any Governmental Authority of competent jurisdiction is issued that prohibits the consummation cessation of the Purchase and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used conduct of its reasonable best efforts to have such injunction, order or decree vacated or deniedbusiness operations. (b) 18.3 The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 following provisions shall survive any termination of this Agreement.: (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.SECTION 8.1 ARTICLE IX - PROPRIETARY AND CONFIDENTIAL INFORMATION ARTICLE X - INTELLECTUAL PROPERTY RIGHTS ARTICLE XII - PROVIDING TECHNOLOGY TO JOINT PROJECTS ARTICLE XVI - BNFL REPRESENTATION ON GTSD BOARD OF DIRECTORS ARTICLE XX - PUBLIC DISCLOSURE ARTICLE XXIII - RESPONSIBILITY FOR COSTS INCURRED ARTICLE XXIV - COMPLIANCE WITH LAWS ARTICLE XXX - ARBITRATION -18-

Termination Events. This Agreement may be terminated prior to the Closing: (a) Without prejudice by either the Purchaser or the Sellers if (i) the Sellers Shareholders' Meeting (including any adjournments or postponements thereof) shall have been held and completed and the Sellers' stockholders shall have taken a final vote on a proposal to other remedies which may approve and adopt this Agreement and to approve the Transactions and (ii) this Agreement shall not have been adopted and approved and the Transactions shall not have been approved at such meeting by the necessary stockholder vote (the "Necessary Stockholder Vote") (provided, however, that the right to terminate this Agreement under this Section 8.1(a) shall not be available to the parties Sellers where the failure to obtain the Necessary Stockholder Vote shall have been caused by law the action or failure to act of the Sellers and such action or failure to act constitutes a material breach by the Sellers of this Agreement, ); (b) by the Purchaser (at any time prior to the approval and adoption of this Agreement may be terminated and the transactions contemplated herein may be abandoned: approval of the Transactions by the Necessary Stockholder Vote) or by the Sellers (at any time after (i) by mutual consent of the parties hereto. Sellers Shareholders' Meeting has been held and completed, (ii) by any party by notice a final vote on the proposal 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 approve and adopt this Agreement by Company or Stockholders, on and to approve the one hand, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). Transactions has been taken at such Sellers Shareholders' Meeting and (iii) the Necessary Stockholder Vote has not been obtained at such Sellers Shareholders' Meeting) if a Sellers Triggering Event shall have occurred; (c) by Buyer, on the one handPurchaser if any of the Sellers' or the General Partners' representations and warranties contained in this Agreement shall be or shall have become materially inaccurate, 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 Sellers' or decree is final and non-appealablethe General Partners' covenants contained in this Agreement shall have been breached in any material respect; provided, however, that if any inaccuracy in the party seeking Sellers' or the General Partners' representations and warranties or a breach of a covenant by the Sellers or the General Partners, as the case may be, is curable by the Sellers or the General Partners and the Sellers or the General Partners, as the case may be, is continuing to exercise all reasonable efforts to cure such inaccuracy or breach during the 30-day period commencing upon delivery by the Purchaser of a written notice to the Sellers or the General Partner, as the case may be, describing such inaccuracy or breach, then the Purchaser may not terminate this Agreement pursuant to under this clause Section 8.1(c) on account of such inaccuracy or breach until the end of such cure period (iii) shall have used its reasonable best efforts to have if such injunction, order inaccuracy or decree vacated or denied.breach then remains uncured); (bd) The respective obligations by the Sellers if any of the parties hereto pursuant to Section 6.5 Purchaser's representations and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and warranties contained in this Agreement shall terminate and the transactions contemplated hereby be or shall be abandoned without further action by have become materially inaccurate, or if any of the parties heretoPurchaser's covenants contained in this Agreement shall have been breached in any material respect; provided, however, that nothing herein if any inaccuracy in the Purchaser's representations and warranties 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 during the 30-day period commencing upon delivery by the Sellers of a written notice to the Purchaser describing such inaccuracy or breach, then the Sellers may not terminate this Agreement under this Section 8.1(d) on account of such inaccuracy or breach until the end of such cure period (if such inaccuracy or breach then remains uncured); (e) by the Purchaser if the Closing has not taken place on or before January 31, 2000 (other than as a result of any failure on the part of the Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this Agreement or in any other agreement or instrument delivered to the Sellers); (f) by the Sellers if the Closing has not taken place on or before January 31, 2000 (other than as a result of the failure on the part of the Sellers to comply with or perform any covenant or obligation of the Sellers set forth in this Agreement or in any other agreement or instrument delivered to Purchaser); (g) by either the Purchaser or the Sellers if a court of competent jurisdiction or other Governmental Body shall relieve have issued a final and nonappealable order, decree or ruling, or shall have taken any party from liability for any breach hereofother action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction; or (h) by the mutual written consent of the Purchaser and the Sellers.

Termination Events. Following any Termination Event (aas defined below) Without prejudice to or any other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party 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 material breach of this Agreement by Company Cinram, irrespective of whether any notice has been provided to WMI and even where WMI did not discover that such Termination Event or Stockholdersbreach occurred until after a filing of bankruptcy or a similar proceeding by a particular member of the Cinram Group: (i) the Permitted Exclusion Percentages set forth in Exhibit A (M&P Terms) and Exhibit B (PP&S Terms) hereto shall automatically (and without the requirement of any notice or action of any kind) be amended to **, on which amended Permitted Exclusion Percentages shall apply for the one handthen-current calendar year and the remainder of the Term; and (ii) WMI may by written notice to Cinram at any time (as long as such notice is provided to Cinram no later than six (6) months after Cinram notifies WMI in writing of such Termination Event or breach) terminate the Term in whole or in part. Cinram shall provide WMI with written notice immediately upon, and in any event no later than two (2) business days after, it knows or Buyerbecomes aware of (or should have known or become aware of) the occurrence of any Termination Event, on the other hand, then that party may not terminate and failure to provide such notice to WMI shall itself be deemed to be a Termination Event. Each Termination Event shall be deemed to be a material breach of this Agreement pursuant that is incapable of cure, and any material breach of this Agreement that is not a Termination Event shall (except as otherwise provided in this Agreement) be subject to this paragraph clause a cure period of forty-five (ii). (iii45) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree days following written notice to Cinram of any nature of any Governmental Authority of competent jurisdiction is issued that prohibits the consummation such breach. Each of the Purchase and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking following shall be deemed to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination be a “Termination Event” for purposes of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.:

Termination Events. If any of the following events (aeach a “Termination Event”) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandonedshall have occurred: (i) Seller shall fail to pay any amount due pursuant to Section 9.1 hereof in accordance with the provisions thereof or to pay any other amount required to be paid by mutual consent Seller and such failure shall continue unremedied for a period of the parties hereto.five (5) Business Days; or (ii) by Seller shall fail to observe or perform any party by notice covenant or agreement applicable to the it contained herein (other party if the Initial Closing shall not have been consummated within sixty than as specified in paragraph (60i) days after the date hereofof this Section 11.1); provided that if the Initial Closing that, no such failure 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 constitute a Termination Event under this paragraph clause (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 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 Seller in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this clause Agreement shall prove to have been incorrect in any material respect when made or deemed made, provided that a Termination Event shall not be deemed to have occurred under this paragraph (iii) based upon a breach of any representation or warranty set forth in Section 5.1919 hereof if Seller shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.complied with the provisions of Section 9.1 hereof in respect thereof; or (bA) The respective obligations a court having jurisdiction in the premises shall enter a decree or order for relief in respect of Seller in an involuntary case under federal 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; (B) (I) any involuntary case is commenced against Seller under any federal or state bankruptcy, 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Seller, or over all or a substantial part of the parties hereto pursuant property of Seller, shall have been entered, an interim receiver, trustee or 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 Section 6.5 and this Article 10 in clause (B)(I) above continues for 60 days unless dismissed, bonded or disclosed; (C) Seller shall survive at its request have a decree or an order for relief entered with respect to it or commence a voluntary case under any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) federal or 10.2(a)(iii) hereofstate bankruptcy, written notice thereof (stating the reasons for such termination) insolvency or similar law now or hereafter in effect, or shall promptly be given consent to the entry of a decree or an order for 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 or taking possession by a receiver, trustee or other party hereto and this Agreement shall terminate and custodian for all or a substantial part of its property; (D) the transactions contemplated hereby shall be abandoned without further making by Seller of any general assignment for the benefit of creditors; (E) the inability or failure of Seller generally to pay its debts as such debts become due; or (F) the board of directors of Seller authorizes action by to approve any of the parties heretoforegoing; providedor (v) there shall have occurred an Event of Default set forth in Section 4.01 of the Indenture; or (vi) a notice of Encumbrance shall have been filed by the Pension Benefit Guaranty Corporation against Seller under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of 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, howeverany real or personal property of Seller pursuant to the 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 there 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) above 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 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 nothing herein in the event of any involuntary petition or proceeding as described in paragraph (iv) above, Buyer shall relieve any party not purchase Mortgage Loans from liability for any breach hereofSeller unless such involuntary petition or proceeding is dismissed, bonded or discharged within 60 days of the filing of such petition or the commencement of such proceeding.

Termination Events. Upon the occurrence of any of the following 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) Without prejudice a party (the "Defaulting Party") fails to other remedies 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 may written notice of such failure describing the nature of such failure and requesting the same to be available remedied shall have been given to the parties Defaulting Party by law 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 this Agreementto perform in any material respect any of its other covenants or agreements set forth herein, this Agreement may be terminated and the transactions contemplated herein may be abandoned: which failure shall (i) by mutual consent materially and adversely, in the reasonable judgment of the parties hereto. Aggrieved Party, affect the rights of the Aggrieved Party hereunder or under any Lease and (ii) continue unremedied for a period of thirty (30) days (or such longer period as determined by any party 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 other Defaulting Party by the Aggrieved Party; or (d) the Defaulting Party fails generally to pay its debts as they become due; or its dissolution, 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 if for the Initial Closing shall not have been consummated within 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 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) 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 the date hereof; provided giving effect to such merger or consolidation, its tangible net worth is equal to or greater than that if the Initial Closing shall not occur before such date due which existed immediately prior to the breach merger or consolidation and the ratio of this Agreement by Company its debt to tangible net worth is not greater than that which existed immediately prior to the merger or Stockholdersconsolidation and the person with whom it merges or consolidates is not a competitor of the other party; (ii) sells, on the one handtransfers, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). otherwise disposes of all or substantially all of its assets; (iii) by Buyer, on permits any substantial change in the one hand, ownership or Company control of its capital stock; or Stockholders, on (iv) changes the other hand, if an injunction, restraining order or decree form of any nature organization 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or deniedbusiness. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by mutual written consent of Parent and the parties hereto.Company; (iib) by any party by notice to either Parent or 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) by Buyer, on the one hand, or Company or Stockholders, on the other handCompany, if an injunction, restraining order or decree of any nature of Order by any Governmental Authority Body of competent jurisdiction is issued that prohibits the preventing or prohibiting consummation of the Purchase and such injunction, restraining order or decree is Merger shall have become final and non-appealablenonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iiiSection 9.1(b) shall must have used its all reasonable best efforts to have remove any such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.Order; (c) In by Parent if, within ten business days of the event either party wishes to terminate date of execution of this Agreement pursuant to Section 10.2(a)(iithe Required Company Shareholder Approval shall not have been obtained; (d) or 10.2(a)(iii) hereof, written notice thereof (stating by Parent if any of the reasons for such termination) shall promptly be given to the other party hereto Company’s representations and warranties contained in this Agreement shall terminate and have been materially inaccurate as of the transactions contemplated hereby date of this Agreement or shall be abandoned without further action by have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any of the parties heretoCompany’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that nothing herein Parent may not terminate this Agreement under this Section 9.1(d) on account of an inaccuracy in the Company’s representations and 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 cure such inaccuracy or breach within 5 days after receiving written notice from Parent of such inaccuracy or breach; (e) by the Company if any of Parent’s or Merger Sub’s representations and warranties contained in this Agreement shall relieve have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any of Parent’s or Merger Sub’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that the Company may not terminate this Agreement under this Section 9.1(e) on account of an inaccuracy in Parent’s or Merger Sub’s representations and warranties or on account of a breach of a covenant by Parent or Merger Sub if such inaccuracy or breach is curable unless Parent or Merger Sub fails to cure such inaccuracy or breach within 5 days after receiving written notice from the Company of such inaccuracy or breach; or (f) by Parent or the Company if the Closing has not taken place on or before January 31, 2008 (the “Termination Date”) (other than as a result of any failure on the part of the party from liability for attempting to terminate this Agreement (or, if Parent is attempting to terminate this Agreement, any breach hereoffailure on the part of Merger Sub) to comply with or perform any of its covenant or obligation set forth in this Agreement).

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and at any time prior to the transactions contemplated herein may be abandonedClosing: (ia) by mutual consent either Purchaser or the Company if the Closing has not occurred on or before December 31, 2017 (the “Outside Date”) on the Business Day following delivery of the parties hereto. (ii) by any party by written notice thereof to the other party if parties hereto; provided, that neither Purchaser nor the Initial Closing Company 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 be entitled 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). (iiiSection 9.1(a) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree such Person’s willful breach of any nature of any Governmental Authority of competent jurisdiction is issued that prohibits this Agreement has prevented the consummation of the Purchase Transactions as of such date; provided, further that either the Purchaser or the Company may at its election provide that the Outside Date shall be extended until January 14, 2018 by sending written notice to the other party on or after the Outside Date, and such extension shall supersede any notice sent by the other party to terminate this Agreement on the same date; (b) by mutual written consent of the Company and the Purchaser; (c) by either the Purchaser or the Company if a Governmental Entity shall have (i) issued a non-appealable final judgment, order, writ, injunction, restraining order decree, stipulation, ruling, decision, verdict, determination, agreement or decree is award (“Order”), or (ii) enacted, enforced or deemed applicable to the Transactions a Law in final form, in each case having the effect of permanently restraining, enjoining, prohibiting or making illegal the consummation of the Transactions (provided, however, that the Party seeking to terminate pursuant to this Section 9.1(c) shall have used commercially reasonable efforts to have any such Order or other action vacated or lifted and non-appealableshall not be in breach in any material respect of any of its obligations hereunder); (d) by the Purchaser: (i) upon a breach of any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(c) or Section 7.2(d) would not be satisfied (a “Seller Terminating Breach”); provided, however, that if such Seller Terminating Breach is curable prior to the party seeking expiration of thirty (30) days from the date of written notice to the Company of its occurrence through the exercise of the Company’s commercially reasonable efforts, and for so long as the Company continues to exercise such commercially reasonable efforts, the Purchaser may not terminate this Agreement under this Section 9.1(d) until the expiration of such thirty (30) day period without such Seller Terminating Breach having been cured (but in no event shall the preceding proviso be deemed to extend the Outside Date (as such may be extended pursuant to Section 9.1(a)) set forth in Section 9.1(a)); or (ii) if satisfaction of any of the conditions set forth in Section 7.2 is or becomes impossible (other than through the failure of the Purchaser to comply with its obligations under this Agreement); provided, further, that the Purchaser shall not be entitled to terminate this Agreement pursuant to this clause (iiiSection 9.1(d) shall have used its reasonable best efforts at any time during which the Purchaser would be unable to have such injunction, order satisfy the conditions in Section 7.3(a) or decree vacated or denied.Section 7.3(b) hereof; or (be) The respective obligations by the Company: (i) upon a breach of any representation, warranty, covenant or agreement of the parties hereto Purchaser or Merger Sub set forth in this Agreement such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied (a “Purchaser Terminating Breach”); provided, however, that if such Purchaser Terminating Breach is curable prior to the expiration of thirty (30) days from the date of written notice to the Purchaser of its occurrence through the exercise of the Purchaser’s commercially reasonable efforts, and for so long as the Purchaser continues to exercise such commercially reasonable efforts, the Company may not terminate this Agreement under this Section 9.1(e) until the expiration of such thirty (30) day period without such Purchaser Terminating Breach having been cured (but in no event shall the preceding proviso be deemed to extend the Outside Date (as such may be extended pursuant to Section 6.5 and this Article 10 shall survive 9.1(a)) set forth in Section 9.1(a)); or (ii) if satisfaction of any termination of the conditions set forth in Section 7.3 is or becomes impossible (other than through the failure of the Company to comply with its obligations under this Agreement. (c) In ); provided, further, that the event either party wishes Company shall not be entitled to terminate this Agreement pursuant to this Section 10.2(a)(ii9.1(e) at any time during which the Company would be unable to satisfy the conditions in Section 7.2(a), Section 7.2(b), Section 7.2(c) and Section 7.2(d) hereof. (f) by the Company, if prior to the Outside Date (i) the conditions set forth in Sections 7.1 and 7.2 have been satisfied as of such date (other than those conditions that by their nature are to be satisfied at the Closing that would be satisfied at a Closing as of such date) or 10.2(a)(iiihave been waived in writing by the Purchaser, (ii) hereofthe Company is ready, written notice thereof (stating the reasons for such termination) shall promptly be given willing and able to the other party hereto and this Agreement shall terminate and consummate the transactions contemplated hereby shall be abandoned without further action by any of this Agreement at the parties hereto; providedClosing and has irrevocably certified thereto in writing to the Purchaser, however, that nothing herein shall relieve any party from liability and (iii) the Purchaser fails to complete the Closing within three (3) Business Days following the date the Closing should have occurred pursuant to Section 1.7 due to the failure by the Debt Financing Source to fund for any breach hereofreason the Debt Financing.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by mutual written consent of Parent and the parties hereto.Company; (iib) by either Parent or the Company, if any party Order by notice to any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the other party Merger shall have become final and nonappealable; (c) by Parent if, if the Initial Closing Required Company Stockholder Approval was not obtained within three calendar days of execution of this Agreement; (d) by Parent if any of the Company’s representations and warranties contained in this Agreement shall not have been consummated true in all material respects as of the date of this Agreement (without giving effect to any “Material Adverse Effect” or other materiality qualifications contained or incorporated directly or indirectly in such representations and warranties) or shall have become inaccurate as of any subsequent date in all material respects as if made on such subsequent date (without giving effect to any “Material Adverse Effect” or other materiality qualifications contained or incorporated directly or indirectly in such representations and warranties), or if any of the Company’s covenants contained in this Agreement shall have been breached; provided, however, that Parent may not terminate this Agreement under this Section 9.1(d) on account of an inaccuracy in the Company’s representations and 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 cure such inaccuracy or breach within five (5) days after receiving written notice from Parent of such inaccuracy or breach; (e) by Company if any of the Parent’s representations and warranties contained in this Agreement shall not have been true in all material respects as of the date of this Agreement (without giving effect to any materiality qualifications contained or incorporated directly or indirectly in such representations and warranties) or shall have become inaccurate as of any subsequent date in all material respects as if made on such subsequent date (without giving effect to any materiality qualifications contained or incorporated directly or indirectly in such representations and warranties), or if any of the Parent’s covenants contained in this Agreement shall have been breached; provided, however, that Company may not terminate this Agreement under this Section 9.1(e) on account of an inaccuracy in the Parent’s representations and warranties or on account of a breach of a covenant by the Parent if such inaccuracy or breach is curable by the Parent unless the Parent fails to cure such inaccuracy or breach within five (5) days after receiving written notice from the Company of such inaccuracy or breach; and (f) by Parent or the Company if the Closing has not taken place on or before the date which is 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, (the “Termination Date”) (other than as a result of any failure 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) 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 part of the Purchase and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking attempting to terminate this Agreement pursuant to this clause (iii) shall have used comply with or perform any of its reasonable best efforts to have such injunction, order covenants or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of set forth in this Agreement). (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party by notice prior to the other party if the Initial Closing shall not have been consummated within sixty (60) days whether before or after the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach 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 February 12, 2010 (the “End 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 Agreement); (c) by the Company if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on the End Date (other than as a result of any failure on the part of the Company or Stockholdersany of the stockholders of the Company to comply with or perform any covenant or obligation set forth in this Agreement or in the Support Agreement); (d) by Parent or the Company if: (i) a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, on the one handdecree or ruling, or Buyershall have taken any other action, on having the other handeffect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Body that would make consummation of the Merger illegal; (e) by Parent if: (i) any of the representations and warranties of the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that, if such inaccuracy occurred or was continuing as of the Closing Date, the condition set forth in Section 6.1 would not be satisfied; or (ii) any of the covenants of the Company 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 6.2 would not be satisfied; provided, however, that if an inaccuracy in any of the representations and warranties of the Company or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within 60 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this 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 (it being understood that party Parent may not terminate this Agreement pursuant to this paragraph clause (iiSection 8.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange act of 1934, as amended. (iiif) by Buyer, on the one handCompany if: (i) any of Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or Company or Stockholdersshall have become inaccurate as of a date subsequent to the date of this Agreement, on the other handsuch that, if an injunction, restraining order such inaccuracy occurred or decree of any nature of any Governmental Authority of competent jurisdiction is issued that prohibits the consummation was continuing as of the Purchase and Closing Date, the condition set forth in Section 7.1 would not be satisfied; or (ii) if any of Parent’s covenants contained in this Agreement shall have been breached such injunctionthat, restraining order if such breach occurred or decree is final and non-appealablewas 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 Parent’s representations and warranties or a breach of a covenant by Parent is curable by Parent through the party seeking use of reasonable efforts within 60 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(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 clause (iiiSection 8.1(f) shall have used its reasonable best efforts with respect to have such injunction, order inaccuracy or decree vacated breach if such inaccuracy or denied.breach is cured prior to the expiration of the Parent Cure Period); or (bg) The respective obligations by Parent if any of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination Required Merger Stockholder Votes or the Required Amendment Stockholder Votes is not obtained within one day after the date of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated prior to the Effective Time (whether before or after adoption of this Agreement by the Company’s stockholders and whether before or after approval of the transactions contemplated herein may be abandoned:issuance of Parent Common Stock in the Merger by Parent’s stockholders, unless otherwise specified below): (ia) by mutual written consent duly authorized by the boards of directors of Parent and the parties hereto.Company; (iib) by any party by notice to either Parent or the other party Company if the Initial Closing Merger 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 StockholdersAugust 15, 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) 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-appealable2007; provided, however, that the party seeking right to terminate this Agreement pursuant to under this clause (iiiSection 9.1(b) shall have used its reasonable best efforts not be available to have such injunction, order any party whose action or decree vacated or denied. (b) The respective obligations failure to act has been a principal cause of the parties hereto pursuant failure of the Merger to Section 6.5 occur on or before such date and this Article 10 shall survive any termination such action or failure to act constitutes a breach of this Agreement.; (c) In by either Parent or the event 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 party wishes to terminate this Agreement pursuant to Section 10.2(a)(iiParent or the Company if (i) or 10.2(a)(iii) hereof, written notice thereof the Company Stockholders’ Meeting (stating the reasons for such terminationincluding any adjournments and postponements thereof) shall promptly be given have been held and completed and the Company’s stockholders shall have taken a final vote on a proposal to the other party hereto adopt this Agreement, and (ii) this Agreement shall terminate not have been adopted at the Company Stockholders’ Meeting (and shall not have been adopted at any adjournment or postponement thereof) by the transactions contemplated hereby shall be abandoned without further action by any of the parties heretoRequired Company Stockholder Approval; provided, however, that nothing herein the right to terminate this Agreement under this Section 9.1(d) shall relieve not be available to the 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 material breach by the Company of this Agreement; (e) by either Parent or the Company if the Parent Stockholders’ Meeting (including any party adjournments and postponements thereof) shall have been held and completed and Parent’s stockholders shall have taken a 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 failure to obtain the Required Parent Stockholder Approval shall have been caused by the action or failure to act of Parent and such action or failure to act constitutes a material breach by Parent of this Agreement; (f) by the 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 representation, warranty, covenant or agreement on the part of Parent or Merger Sub set forth in this Agreement, or if any representation or warranty of 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 (i) the expiration of a 30 day period commencing upon delivery of written notice from liability for the Company to Parent of such breach or inaccuracy and (ii) Parent or Merger 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 (i) 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 hereofor 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 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 cured prior to such termination becoming effective).

Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Termination Event” (each event which with notice or the passage of time or both would become a Termination Event being referred to herein as an “Unmatured Termination Event”): (a) Without prejudice the Termination Date shall have occurred; (b) any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other remedies Transaction Document to which may it is a party and such failure shall remain unremedied for two (2) Business Days; (c) any written representation or warranty made or deemed to be available to the parties made by law any Originator (or any of its officers) under or in connection with this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party by notice other Transaction Documents to the which it is a party, or any other party if the Initial Closing written information or report delivered pursuant hereto or thereto shall not prove to 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 incorrect or Stockholders, on the one hand, untrue in any material respect when made or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) by Buyer, on the one hand, deemed made 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-appealabledelivered; provided, however, that the party seeking to terminate this Agreement such breach shall not constitute a Termination Event pursuant to this clause (iiic) if such breach, solely to the extent capable of cure, is cured within ten (10) Business Days (or two (2) Business Days with respect to a breach in the information set forth in an Interim Report) following the date that a Financial Officer or other Responsible Officer has knowledge or has received notice of such breach provided, further that no breach of a representation or warranty set forth in Section 5.1(p), (t), (x) or (y) shall have used its reasonable best efforts constitute a Termination Event pursuant to have such injunction, order or decree vacated or denied. this clause (bc) The respective obligations if credit has been given for a reduction of the parties hereto Purchase Price, the outstanding principal balance of the applicable Subordinated Note has been reduced or the applicable Originator has made a cash payment to the Buyer, in any case, as required pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.3.3(c) with respect to such breach; (cd) In the event either party wishes any Originator shall fail to terminate perform or observe any other term, covenant or agreement contained in this Agreement pursuant or any other Transaction Document to Section 10.2(a)(ii) which it is a party on its part to be performed or 10.2(a)(iii) hereofobserved and such failure, written notice thereof (stating the reasons for such termination) shall promptly be given solely to the other party hereto and this Agreement extent capable of cure, shall terminate and the transactions contemplated hereby continue unremedied for ten (10) Business Days; or (e) any Insolvency Proceeding shall be abandoned without further action by instituted against any Originator and such proceeding shall remain undismissed or unstayed for a period of sixty (60) consecutive days or any of the parties hereto; providedactions sought in such proceeding (including the entry of an order for relief against, howeveror the appointment of a receiver, that nothing herein shall relieve any party from liability trustee, custodian or other similar official for, it or for any breach hereofsubstantial part of its property) shall occur. In this Agreement, “Insolvency Proceeding” includes, for greater certainty, any case, action or proceeding under the Insolvency Statutes.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated prior to the Closing: (a) By either of Seller or Aprion if a court of competent jurisdiction or Governmental Body 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 herein may be abandoned:by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; or (b) by Seller if the Closing has not taken place on or before December 31, 2002 (other than as a result of the failure on the part of Seller or Scitex Vision to comply with or perform any covenant or obligation set forth in this Agreement); or (c) by the mutual written consent of Aprion and Seller; or (d) by Aprion, if (i) by mutual consent of Scitex Vision or Seller shall breach any representation, warranty, obligation or agreement hereunder, including Seller’s obligations under Section 6.8 hereunder, such that the parties hereto. (ii) by any party by notice conditions referred to the other party if the Initial Closing in Section 7.1 or Section 7.2 would not be satisfied and such breach shall not have been consummated cured within sixty seven (607) business days after the date hereof; following written notice of such breach, 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) 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 right to terminate this Agreement pursuant to by Aprion under this clause (iiiSection 9.1(d) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination not be available where Aprion is at that time in breach of this Agreement., or (ii) the Board of Directors of Scitex Vision or Seller shall have withdrawn or modified its recommendation of this Agreement or the Transactions in a manner adverse to Aprion or recommended, endorsed, accepted or agreed to an Acquisition Transaction or shall have resolved to do any of the foregoing; and (ce) In by Seller, if (i) Aprion shall breach any representation, warranty, obligation or agreement hereunder such that the event either party wishes conditions referred to in Section 8.1 or Section 8.2 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 pursuant to by Seller under this Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination9.1(e) shall promptly not be given to available where Seller or Scitex Vision is at that time in breach of this Agreement; or (ii) the other party hereto and Board of Directors of Aprion shall have withdrawn or modified its recommendation of this Agreement or the Transactions in a manner adverse to Aprion or recommended, endorsed, accepted or agreed to an Acquisition Transaction or shall terminate and the transactions contemplated hereby shall be abandoned without further action by have resolved to do any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofforegoing.

Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Termination Event” (each event which with notice or the passage of time or both would become a Termination Event being referred to herein as an “Unmatured Termination Event”): (a) Without prejudice the Termination Date shall have occurred; (b) any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other remedies UK Transaction Document to which may it is a party and such failure shall remain unremedied for two (2) Business Days; (c) any written representation or warranty made or deemed to be available to the parties made by law any Originator (or any of its officers) under or in connection with this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party by notice other UK Transaction Documents or Transaction Documents to the which it is a party, or any other party if the Initial Closing written information or report delivered pursuant hereto or thereto shall not prove to 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 incorrect or Stockholders, on the one hand, untrue in any material respect when made or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) by Buyer, on the one hand, deemed made 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-appealabledelivered; provided, however, that the party seeking to terminate this Agreement such breach shall not constitute a Termination Event pursuant to this clause (iiic) if such breach, solely to the extent capable of cure, is cured within ten (10) Business Days (or two (2) Business Days with respect to a breach in the information set forth in an Interim Report) following the date that a Financial Officer or other Responsible Officer has knowledge or has received notice of such breach provided, further that no breach of a representation or warranty set forth in Sections 5.1(p), (t), (x) or (y) shall have used its reasonable best efforts constitute a Termination Event pursuant to have such injunction, order or decree vacated or denied. this clause (bc) The respective obligations if credit has been given for a reduction of the parties hereto Purchase Price, the outstanding principal balance of the applicable Subordinated Note has been reduced or the applicable Originator has made a cash payment to the Buyer, in any case, as required pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.3.3(c) with respect to such breach; (cd) In the event either party wishes any Originator shall fail to terminate perform or observe any other term, covenant or agreement contained in this Agreement pursuant or any other UK Transaction Document to Section 10.2(a)(ii) which it is a party on its part to be performed or 10.2(a)(iii) hereofobserved and such failure, written notice thereof (stating the reasons for such termination) shall promptly be given solely to the other party hereto and this Agreement extent capable of cure, shall terminate and the transactions contemplated hereby continue unremedied for ten (10) Business Days; or (e) any Insolvency Proceeding shall be abandoned without further action by instituted against any Originator and such proceeding shall remain undismissed or unstayed for a period of sixty (60) consecutive days or any of the parties hereto; providedactions sought in such proceeding (including the entry of an order for relief against, howeveror the appointment of a receiver, that nothing herein shall relieve any party from liability trustee, custodian or other similar official for, it or for any breach hereofsubstantial part of its property) shall occur.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by mutual written consent of Parent and the parties hereto.Company as authorized by their respective Boards of Directors; (iib) by any party by notice to either Parent or 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) by Buyer, on the one hand, or Company or Stockholders, on the other handCompany, if an injunction, restraining order or decree of any nature of Order by any Governmental Authority Body of competent jurisdiction is issued that prohibits the preventing or prohibiting consummation of the Purchase and such injunction, restraining order or decree is Merger shall have become final and non-appealablenonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iiiSection 9.1(b) shall must have used its all reasonable best efforts to have remove any such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.Order; (c) In by either Parent or the event either Company if (i) the Company Shareholders’ Meeting (including any adjournment or postponement thereof) shall have been duly held and completed and the shareholders of the Company shall have taken a final vote on a proposal to approve and adopt the Merger and this Agreement and (ii) the Merger and this Agreement shall not have been adopted and approved by the shareholders of the Company; provided, however, that a party wishes shall not be permitted to terminate this Agreement pursuant to this Section 10.2(a)(ii9.1(c) or 10.2(a)(iii) hereof, written notice thereof (stating if the reasons for failure of such termination) shall promptly be given party’s shareholders to adopt and approve the other party hereto Merger and this Agreement shall terminate and is attributable to a failure on the transactions contemplated hereby shall be abandoned without further action part of such party to perform its obligations under this Agreement; (d) by Parent if any of the parties heretoCompany’s representations and warranties contained in this Agreement shall have become materially inaccurate such that the condition specified in Section 6.1 would not be satisfied, or if any of the Company’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that nothing herein Parent may not terminate this Agreement under this Section 9.1(d) on account of an inaccuracy in the Company’s representations and warranties or on account of a breach of a covenant by the Company which is capable of being cured, unless the Company fails to cure such inaccuracy or breach within 15 days after receiving written notice from Parent of such inaccuracy or breach; (e) by the Company if any of Parent’s or Merger Sub’s representations and warranties contained in this Agreement shall relieve have become materially inaccurate such that the condition specified in Section 7.1 would not be satisfied, or if any of Parent’s or Merger Sub’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that the Company may not terminate this Agreement under this Section 9.1(e) on account of an inaccuracy in Parent’s representations and warranties or on account of a breach of a covenant by Parent or Merger Sub which is capable of being cured, unless Parent or Merger Sub fails to cure such inaccuracy or breach within 15 days after receiving written notice from the Company of such inaccuracy or breach; (f) by Parent or the Company if the Closing has not taken place on or before October 31, 2004, or such later date as mutually agreed in writing (the “Termination Date”); provided, that a party from liability shall not be permitted to terminate this Agreement pursuant to this Section 9.1(f) if the failure of the Closing to have occurred is attributable to a failure on the part of such party to perform its obligations under this Agreement; (g) by Parent if a Company Triggering Event (as defined below) shall have occurred; or (h) By the Company, upon approval of the Board of Directors of the Company, if prior to the Company Shareholders’ Meeting, the Board of Directors of the Company determines, in its good faith judgment after consultation with independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), that it is required to do so to comply with its fiduciary obligations to the Company and its shareholders under applicable Legal Requirements in order to enter into a definitive agreement with respect to a Superior Proposal, but only (i) after providing five (5) business days prior written notice to Parent setting forth in reasonable detail the identity of the Person making, and the final terms and conditions of, such Superior Proposal, and (ii) duly considering any proposals that may be made by Parent during such five (5) business day period and determining, in its good faith judgment (after consultation with a financial advisor of internationally recognized reputation and independent legal counsel), that any such proposals would not be at least as favorable to the Company’s shareholders as such Superior Proposal; provided, however, that any termination of this Agreement pursuant to this Section 9.1(h) shall not be effective until the Company has made full payment of all amounts provided under Section 9.4. For purposes of this Agreement, a “Company Triggering Event” shall be deemed to have occurred if: (i) the Board of Directors of the Company withdraws, modifies or changes the Company Recommendation in a manner adverse to Parent or shall have resolved to do so; (ii) the Board of Directors of the Company shall have recommended to the shareholders of the Company a Competing Transaction or shall have resolved to do so or shall have entered into any letter of intent or similar document or any agreement, contract or commitment accepting any Competing Transaction; (iii) the Company shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company in favor of the approval and adoption of this Agreement and the approval of the Merger; (iv) through the fault (whether by commission or omission) of the Company, the Merger is not, prior to September 30, 2004, submitted for any breach hereofthe approval of the holders of Company Common Stock at the Company Shareholders’ Meeting; (v) the Company shall have intentionally breached its obligations under Section 4.5; or (vi) a tender offer or exchange offer for 20% or more of the outstanding shares of capital stock of the Company is commenced, and the Board of Directors of the Company fails to recommend against acceptance of such tender offer or exchange offer by its shareholders (including by taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders).

Termination Events. This Agreement may, by notice, be terminated: (a) Without prejudice to other remedies which may be available by Altisource U.S. or Altisource S.à x.x., if a material breach of any provision of this Agreement has been committed by any Seller prior to the parties last to occur of the Homeward Closing and the Beltline Closing, and such breach has not been waived by law or this Agreementthe Altisource U.S. and Altisource S.à x.x.; (b) by the Seller Representative, if a material breach of any provision of this Agreement may be terminated has been committed by Altisource U.S. or Altisource S.à x.x. prior to the last to occur of the Homeward Closing and the transactions contemplated herein may be abandoned:Beltline Closing, and such breach has not been waived by the Seller Representative; (ic) by Altisource U.S. and Altisource S.à x.x., pursuant to Section 5.8; (d) by mutual consent of Altisource U.S., Altisource S.à x.x. and the parties hereto.Seller Representative prior to the last to occur of the Homeward Closing and the Beltline Closing; (iie) by Altisource U.S. and Altisource S.à x.x. if each of the Homeward Closing and the Beltline Closing has not occurred (other than through the failure of Altisource U.S. and Altisource S.à x.x. to comply fully with its obligations under this Agreement) on or before January 1, 2014, or such later date as the Parties may agree upon; or (f) by the Seller Representative if each of the Homeward Closing and the Beltline Closing has not occurred (other than through the failure of any party by notice Seller to comply fully with its respective obligations under this Agreement) on or before January 1, 2014, or such later date as the Parties may agree upon; provided that, to the other party if extent one of 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 StockholdersClosings has occurred, on the one hand, or Buyer, on the other hand, then that party may not terminate this Agreement any termination pursuant to this paragraph clause (ii). (iii) by Buyer, on Section 8.1 shall only be effective with respect to 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant Parties to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to consummate the other party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofClosing.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties Parties by law Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: (ia) by mutual written consent of the parties hereto.Parties, if the board of directors (or a duly authorized committee thereof) of each Party so determines; (iib) after September 14, 2023 (the “Outside Date”) by any party Party by notice to the other party Party if the Initial Closing shall not have been consummated within sixty (60) days after occurred on or prior to the date hereofOutside Date; provided that if the Initial Closing shall not occur before such date due right 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 under this Section 10.1(b) shall not be available to any Party whose failure to perform any of its obligations under this paragraph clause (ii). (iii) by Buyer, on Agreement has been the one handprincipal cause of, or Company or Stockholdersresulted in, 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 failure of the Purchase and Closing to occur on or before such injunction, restraining order or decree is final and non-appealabledate; provided, howeverfurther, that the party seeking neither Party shall have any right to terminate this Agreement pursuant to this clause Section 10.1(b) during the pendency of a Proceeding by the other Party for specific performance to consummate the transactions contemplated hereby (iiiincluding to effect the Closing in accordance with Section 8.1) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto extent permitted pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.11.8 hereof; (c) In by either Party by notice to the event either party wishes other Party, if (i) a Governmental Authority of competent jurisdiction shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement to occur on the Closing Date; provided that neither Party shall have the right to terminate this Agreement pursuant to this Section 10.2(a)(ii10.1(c)(i) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for if such termination) shall promptly be given Party’s failure to the other party hereto and perform its obligations under this Agreement shall terminate and has been the principal cause of, or resulted in, such order, decree or ruling or other action or (ii) any U.S. federal or state Law has been enacted that would make the consummation of the transactions contemplated hereby by this Agreement illegal; (d) by Seller, if there has been a breach of any representation or warranty set forth in Article 5, or a breach of or failure to perform when due any covenant or agreement on the part of Buyer set forth in this Agreement, which breach or failure to perform (i) would cause the conditions set forth in Section 7.2(a) or Section 7.2(b) not to be satisfied if the date on which such breach or failure to perform was the Closing Date and (ii) if curable, shall not have been cured within 20 Business Days (or by the Outside Date, if earlier) following receipt by Buyer of written notice of such breach from Seller; provided that the right to terminate this Agreement pursuant to this Section 10.1(d) will not be abandoned without further action available to Seller if Seller is then in breach of, or has failed to perform when due, any representations, warranties, covenants or agreements contained in this Agreement such that any condition set forth in Section 7.3(a) or Section 7.3(b) is then incapable of being satisfied; or (e) by Buyer, if there has been a breach of any representation or warranty set forth in Article 4, or a breach of or failure to perform when due any covenant or agreement on the parties heretopart of Seller set forth in this Agreement, which breach or failure to perform (i) would cause the conditions set forth in Section 7.3(a) or Section 7.3(b) not to be satisfied if the date on which such breach or failure to perform was the Closing Date and (ii) if curable, shall not have been cured within 20 Business Days (or by the Outside Date, if earlier) following receipt by Seller of written notice of such breach from Buyer; providedprovided that the right to terminate this Agreement pursuant to this Section 10.1(e) will not be available to Buyer if Buyer is then in breach of, howeveror has failed to perform when due, any representations, warranties, covenants or agreements contained in this Agreement such that nothing herein shall relieve any party from liability for any breach hereofcondition set forth in Section 7.2(a) or Section 7.2(b) is then incapable of being satisfied.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein Share Purchase may be abandonedabandoned at any time prior to the Closing Date without prejudice to any other rights or remedies any party hereto may have: (a) by written agreement, entered into between the Parent and the Sellers’ Representative; or (b) by the Parent or the Sellers’ Representative; (i) by mutual consent of the parties hereto. (ii) by any party 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) 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 shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of competent jurisdiction is issued that prohibits the making consummation of the Share Purchase and such injunction, restraining order or decree is final and non-appealablethe issuance of the Payment Shares illegal or otherwise preventing or prohibiting consummation of the Share Purchase or the issuance of the Payment Shares; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its commercially reasonable best efforts to have remove or lift such injunction, order order, decree or decree vacated or denied.ruling and has otherwise complied in all material respects with its obligations under this Agreement; or (bii) The respective obligations if the Share Purchase or the issuance of the parties hereto pursuant Payment Shares shall not have occurred on or before April 30, 2020 (the “Termination Date”); provided, that if any of the consents set forth on Schedule 6.4(c) have not been received (and are still pending and the requirement for the delivery thereof at Closing has not been waived by Buyer), Buyer or the Company may extend the Termination Date for an additional period of up to thirty (30) days in order to obtain such approvals by providing written notice thereof to the other; provided, further, that the right to terminate this Agreement under this Section 6.5 and 10.1(b)(ii) shall not be available to any party that has breached in any material respect its obligations under this Article 10 Agreement if such breach shall survive any termination of this Agreementhave been a principal cause of, or resulted in, the failure to consummate the Share Purchase or issue the Payment Shares to Sellers by such date. (c) In by the event either party wishes Buyer: (i) if any representation or warranty of the Company or the Sellers was inaccurate or was breached in any material respect as of the Termination Date and the Company or the Sellers had Knowledge that such representation or warranty was inaccurate or had been breached at such time; (ii) if the Company or the Sellers shall have failed to terminate perform in any material respect any of its covenants, agreements or other obligations contained in this Agreement pursuant Agreement, which failure to Section 10.2(a)(iiperform (A) gives rise to the failure of a condition set forth in Article VII, and (B) is incapable of being cured or, if curable, has not been cured by the Company or 10.2(a)(iiithe Sellers within fifteen (15) hereof, calendar days after they have been provided with written notice thereof from Buyer or Parent of such breach or failure to perform; or (stating the reasons for such terminationiii) 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 if any of the parties hereto; conditions set forth in Article VII shall not have been to satisfied provided, however, that nothing herein termination by Buyer under this subsection 10.1(c)(iii) may not be elected prior to the Termination Date; or. (iv) if the Company, the Company Subsidiary or the Sellers shall relieve have failed to perform in any party material respect any of their covenants, agreements or other obligations contained in Section 6.9 of this Agreement (other than the notification requirements contained in clauses (a), (b) and (c) of Section 6.9; provided, that all other provisions of such Section 6.9 are complied with and observed). (d) by the Sellers’ Representative: (i) if any representation or warranty of the Buyer or Parent was inaccurate or was breached in any material respect as of the Termination Date and the Buyer or Parent had Knowledge that such representation or warranty was inaccurate or had been breached at such time; (ii) if Buyer or Parent shall have failed to perform in any material respect any of its covenants, agreements or other obligations contained in this Agreement, which failure to perform (A) gives rise to the failure of a condition set forth in Article VIII, and (B) is incapable of being cured or, if curable, has not been cured by Buyer or Parent within fifteen (15) calendar days after they have been provided with written notice from liability for the Sellers’ Representative of such breach or failure to perform; or (iii) if any breach hereofof the conditions set forth in Article VIII shall not have been satisfied provided, however, that termination by the Sellers’ Representative under this subsection 10.1(d)(iii) may not be elected prior to the Termination Date.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandonedprior to Closing: (a) By the mutual written consent of Parent and the Company; (b) By Parent if (i) by mutual consent any representation or warranty of the parties hereto. Company or the Equityholders’ Representative contained in this Agreement shall be inaccurate or shall have been breached as of the date of this Agreement, or 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 8.02(a) would not be satisfied or (ii) by any party by notice of the covenants or obligations of the Company or Equityholders 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 or the Equityholders’ Representative as of a date subsequent 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 or a breach of a covenant by the Company or Stockholders, on the one hand, Equityholders’ Representative is curable by the same 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 Buyer, on breach (the other hand“Company Cure Period”), then Parent may not terminate this Agreement under this Section 11.01(b) 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 (it being understood that party Parent may not terminate this Agreement pursuant to this paragraph clause Section 11.01(b) if Parent is in material breach of this Agreement or if such breach by the Company or the Equityholders’ Representative is cured such that such conditions would then be satisfied); (c) by the Company if: (i) any representation or warranty of either Parent or Merger Sub contained in this Agreement shall be inaccurate or shall have been breached as of the date of this Agreement, or 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 8.01(a) would not be satisfied; or (ii) if any of Parent’s or Merger Sub’s covenants 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 Parent or Merger Sub as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent or Merger Sub is curable by the same 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 11.01(c) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent or Merger Sub, during the Parent 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 11.01(c) if the Company is in material breach of this Agreement or if such breach by the Parent or Merger Sub is cured such that such conditions would then be satisfied); (iiid) by BuyerParent if there shall have occurred any Material Adverse Effect with respect to the Company or 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 with respect to the Company; or (e) by either the Company, on the one hand, or Company or StockholdersParent and Merger Sub, on the other hand, by written notice to the other Party, if an injunctionthe Merger shall not have been consummated on or prior to January 31, restraining order 2013, unless the failure to consummate the Merger on or decree prior to such date is the result of (i) any nature breach of any Governmental Authority of competent jurisdiction is issued that prohibits this Agreement by the consummation of the Purchase and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party Party seeking to terminate this the Agreement pursuant to the terms of this clause Section 11.01(e); or (iiiii) shall have used its reasonable best efforts any objections asserted with respect to have such injunctionthe Transactions under the HSR Act, order or decree vacated the institution of any suit (or deniedthe threat to institute any suit) by the FTC, the antitrust division of the DOJ or any other Governmental Authority or any third-party challenging any of the Transactions. (bf) The respective obligations by Parent, if any condition contained in Section 8.02 shall become incapable of fulfillment; (g) by the parties hereto pursuant Company, if any condition contained in Section 8.01 shall become incapable of fulfillment; or (h) by Parent, if the Requisite Stockholder Approval is not obtained and the Stockholders’ Written Consent is not delivered to Section 6.5 and this Article 10 shall survive any termination Parent within one (1) Business Day after the date of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein Transactions (to the extent not theretofore consummated) may be abandoned: (i) by mutual written consent of the parties hereto.Purchaser and the Seller; (ii) by any party by either the Purchaser or the Seller, each in its sole discretion and upon written notice to the other party party, if the Initial Closing shall not have been consummated within sixty (60) days after on or before five months from the date hereof; provided that if hereof (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 (iiOutside Date”). (iii) 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 this right to terminate this Agreement pursuant shall not be available to this clause any party who is in breach in any material respect of any of its obligations hereunder; (iii) shall have used by either the Purchaser or the Seller, each in its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 sole discretion and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, upon written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and this Agreement party, if the Second Closing shall terminate and not have been consummated on or before six months from the transactions contemplated hereby shall be abandoned without further action by any of date hereof (the parties hereto“Second Closing Outside Date”); provided, however, that nothing herein (A) this right to terminate this Agreement shall relieve not be available to any party from liability for who is in breach in any breach hereofmaterial 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) by the Purchaser if any of the 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) by the Purchaser if any of the 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, however, that any such termination pursuant to this Section 10(a)(v) shall apply solely with respect to the Second Closing; (vi) by the 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 shall not have been waived by the Seller; or (vii) by the 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 the Second Closing Outside Date and shall not have been waived by the Seller; provided, however, that any such termination pursuant to this Section 10(a)(vii) shall apply solely with respect to the Second Closing.

Termination Events. If any of the following events (“Termination Events”) shall occur: (a) Without prejudice the Borrower or any other Transaction Party shall fail (i) to make when due any payment of principal required hereunder or any other remedies which may be available Transaction Document or (ii) to make when due any payment of interest, fees or other amounts required hereunder and such failure continues for three (3) Business Days; (b) any Transaction Party shall fail to perform or observe any term, covenant or agreement (i) set forth in Article 6 hereunder, (ii) set forth in Section 5.01(e), (f) and (g) or Section 5.02(a) and such failure shall remain unremedied for five (5) Business Days following the earlier to occur of (A) written notice thereof by the Administrative Agent to the parties Servicer or the Borrower, as applicable, or (B) the Servicer’s or the Borrower’s actual knowledge of such failure or (iii) otherwise set forth in the Transaction Documents (other than as referred to clauses (i) and (ii) of this paragraph (b) or otherwise in this Article 7) and such failure shall remain unremedied for ten (10) Business Days following the earlier to occur of (A) written notice thereof by law the Administrative Agent to the Servicer or the Borrower, as applicable, or (B) the Servicer’s or the Borrower’s actual knowledge of such failure; (c) any representation, warranty, certification or statement made by any Transaction Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made; (d) (i) any Transaction Party shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against such Transaction Party seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for a substantial part of its property (and in the case of an involuntary proceeding, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered), or (ii) any Transaction Party shall take any corporate action to authorize any of the actions set forth in clause (i) above in this Agreement may be terminated and subsection (d); (e) As at the transactions contemplated herein may be abandonedend of any Calculation Period: (i) by mutual consent the average of the parties hereto.Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 3.50% at any time; (ii) by the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 12.00% at any party by notice to the other party if the Initial Closing shall not have been consummated within sixty (60) days after the date hereoftime; 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).or (iii) by Buyerthe average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 3.50% at any time; (f) any Originator shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Borrower, as purchaser under the Sale Agreement, or any “Servicer Event of Default” or “Potential Servicer Event of Default” shall occur under the Sale Agreement; (g) a Change in Control shall occur; (h) the Performance Undertaking shall cease to be effective (other than in accordance with its terms) or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder; (i) one or more final judgments shall be entered against any Originator, the Performance Guarantor or any of its subsidiaries for the payment of money in the aggregate amount of $10,000,000 or more, or the equivalent thereof in another currency, on claims not covered by insurance or as to which the one handinsurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution or bond to secure appeal; (j) any Transaction Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; (k) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or Company to require the prepayment, repurchase, redemption or Stockholdersdefeasance thereof, on the other hand, if an injunction, restraining order or decree of any nature of any Governmental Authority of competent jurisdiction is issued prior to its scheduled maturity; provided that prohibits the consummation this clause (k) shall not apply to secured Indebtedness that becomes due as a result of the Purchase and voluntary sale or transfer of the property or assets securing such injunction, restraining order or decree is final and non-appealableIndebtedness; provided, howeverfurther, for the avoidance of doubt, the existence of any right or option of any holder of any convertible Indebtedness to convert any Indebtedness represented thereby into equity interests of the Company and/or any cash settlement (including in respect of fractional shares) in connection with such conversion or the conversion of such Indebtedness shall not constitute a Termination Event under this clause (k); (l) [Reserved]; (m) an ERISA Event shall have occurred that, in the reasonable opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (n) the security interest granted pursuant to Article 10 shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby (other than any immaterial portion of the Collateral), except as permitted by the terms of this Agreement, or this Agreement shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Transaction Document; provided that no Event of Default shall occur under this clause (n) as a result of any loss of perfection or priority caused by the failure of the Administrative Agent to file UCC continuation statements; (o) any material provision of any of the Transaction Documents for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Transaction Party shall challenge the enforceability of any of the Transaction Documents or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the party seeking Transaction Documents has ceased to terminate be or otherwise is not valid, binding and enforceable in accordance with its terms); (p) [Reserved]; (q) an Availability Shortfall exists at any time and the Borrower has not repaid or cash collateralized the amount of such Availability Shortfall within one Business Day of written notice in accordance with Section 2.08; (r) Consolidated EBITDA of the Company and its subsidiaries for any four consecutive fiscal quarter period ending on the date set forth below is less than the amount set forth opposite such period: Four Consecutive Fiscal Quarter Period Ending Minimum Consolidated EBITDA September 30, 2011 $ 125,000,000 December 31, 2011 $ 125,000,000 March 31, 2012 $ 160,000,000 June 30, 2012 $ 160,000,000 September 30, 2012 $ 210,000,000 December 31, 2012 $ 250,000,000 March 31, 2013 $ 275,000,000 June 30, 2013 $ 325,000,000 September 30, 2013 $ 370,000,000 December 31, 2013 $ 415,000,000 March 31, 2014 $ 450,000,000 June 30, 2014 $ 475,000,000 September 30, 2014 $ 495,000,000 December 31, 2014 $ 495,000,000 (s) the aggregate amount of Capital Expenditures of the Company and its subsidiaries on a consolidated basis during any period set forth below exceeds the amount set forth opposite such period: Period Maximum Capital Expenditures For the two consecutive fiscal quarters ending December 31, 2011 $ 90,000,000 For the four consecutive fiscal quarters ending December 31, 2012 $ 200,000,000 For the four consecutive fiscal quarters ending December 31, 2013 $ 250,000,000 For the four consecutive fiscal quarters ending December 31, 2014 $ 355,000,000 ; provided that: (i) the amount of “Maximum Capital Expenditures” set forth in the table above in respect of any “Period” in such table (a “Period”) shall be decreased by the aggregate amount of Indebtedness incurred by the Company or any subsidiary of the Company in reliance on Section 6.01(e) of the YRCW Amended Term Loan during such Period; (ii) notwithstanding anything to the contrary contained above, to the extent that the aggregate amount of Capital Expenditures made by the Company and its subsidiaries (plus the aggregate amount of Indebtedness incurred as described in the foregoing clause (i)) in any Period that reduced the amount of Capital Expenditures that could be made in such Period pursuant to the table above (but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) is less than the maximum amount set forth in the table above, fifty percent (50%) of the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal year (with such Rollover Amount deemed utilized first in such succeeding fiscal year); and (iii) in addition to the Capital Expenditures permitted pursuant to the preceding paragraphs of this Agreement pursuant clause (s), the Company and its subsidiaries may make additional Capital Expenditures at any time in an amount not to exceed the portion, if any, of the Available Basket Amount (as defined in the YRCW Amended Term Loan) on the date of such Capital Expenditure that the Company elects to apply to this clause (iii) shall have used its reasonable best efforts to have such injunctions), order so long as no Termination Event has occurred and is continuing or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.would result therefrom;

Termination Events. (a) Without prejudice to other remedies which may be available to the parties Parties by law Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: (ia) by mutual written consent of the parties hereto.Parties; (iib) after the date that is three (3) months following the date hereof (the “Outside Date”), by any party either Party by notice to the other party 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 on or prior 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) 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-appealableOutside Date; provided, however, that the party seeking right to terminate this Agreement pursuant to under this clause (iiiSection 9.1(b) shall have used not be available to either Party whose failure or whose Affiliate’s failure to perform in all material respects any of its reasonable best efforts to have such injunctionobligations under this Agreement has been the cause of, order or decree vacated or denied. (b) The respective obligations resulted in, the failure of the parties hereto pursuant Closing to Section 6.5 and this Article 10 shall survive any termination of this Agreement.occur on or before such date; (c) In the event by either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written Party by notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and Party, if (i) a final, non-appealable order, decree or ruling enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement to occur on the Closing Date has been issued by any federal or state court in the United States having jurisdiction (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) or (ii) any U.S. federal or state 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 Buyer, if (i) any representation or warranty of Seller contained in this Agreement shall terminate and be inaccurate such that the transactions contemplated hereby condition set forth in Section 7.3(a) would not be satisfied, or (ii) the covenants or obligations of Seller contained in this Agreement shall have been breached in any material respect such that the condition set forth in Section 7.3(c) would not be abandoned without further action by any of the parties heretosatisfied; provided, however, that nothing herein if an inaccuracy or breach is curable by Seller during the 15-day period after Buyer notifies Seller in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”) relating to such inaccuracy or breach, then Buyer may not terminate this Agreement under this Section 9.1(d) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period unless Seller is no longer continuing to exercise commercially reasonable efforts to cure such inaccuracy or breach; or (e) by Seller, if (i) any representation or warranty of Buyer contained in this Agreement shall relieve be inaccurate such that the condition set forth in Section 7.2(a) would not be satisfied, or (ii) the covenants or obligations of Buyer contained in this Agreement shall have been breached in any party from liability for any material respect such that the condition set forth in Section 7.2(b) would not be satisfied; provided, however, that if an inaccuracy or breach hereofis curable by Buyer during the 15-day period after Seller notifies Buyer in writing of the existence of such inaccuracy or breach (the “Buyer Cure Period”), then Seller 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 Buyer Cure Period unless Buyer is no longer continuing to exercise commercially reasonable efforts to cure such inaccuracy or breach.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties Parties by law Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein hereby may be abandonedabandoned at any time prior to the Closing: (ia) by mutual written consent of the parties hereto.Seller and Buyer; (iib) by any party either Seller or Buyer by giving written notice to the other party Party if the Initial Closing shall not have been consummated within sixty (60) days after the date hereofoccurred by December 10, 2011, unless extended by written agreement of Seller and Buyer; provided provided, that if the Initial Closing a Party shall not occur before such date due be permitted 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 subsection (ii). (iiib) by Buyer, on the one hand, if such Party is in default 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-appealablebreach hereunder; provided, howeverfurther, that the party seeking right to terminate this Agreement pursuant to under this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. subsection (b) The respective obligations 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 parties hereto pursuant Closing to Section 6.5 and this Article 10 shall survive any termination of this Agreement.occur on or before such date; (c) In by either the event 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 the 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) by either party wishes Seller or Buyer by giving written notice to the other if any 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 consummation of any 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 final and unappealable; provided, that the right to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof under this subsection (stating the reasons for such terminationd) shall promptly not be given available to the other party hereto and any Party whose breach (or whose Affiliates’ breach) of this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; providedhas resulted in such order, howeverdecree, that nothing herein shall relieve any party from liability for any breach hereofruling or other Action.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and at any time prior to the transactions contemplated herein may be abandonedClosing: (i) by the mutual consent written agreement of the parties hereto.Purchaser and the Seller; (ii) by any the Purchaser or the Seller: on or after October 1, 2007 if the Closing shall not have occurred by the close of business on such date, provided that such date may, from time to time, be extended by either party by (with written notice to the other party if party) up to and including October 15, 2007, and provided, that 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 terminating or Stockholders, on the one hand, or Buyer, on the other hand, then that extending party may not terminate be in default of any of its obligations hereunder and may not have caused the failure of the transactions contemplated by this Agreement pursuant to this paragraph clause have occurred on or before such date; or 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 adverse determination which is appealable (iiand pursue such appeal with reasonable diligence).; (iii) by Buyer, on the one hand, or Company or Stockholders, on the other hand, Purchaser if an injunction, restraining order or decree there is a breach of any nature representation or warranty set forth in Article IV or any covenant or agreement to be complied with or performed by Seller pursuant to the terms of this Agreement; (iv) by the Seller if there is a breach of any Governmental Authority representation or warranty set forth in Article V or of competent jurisdiction is issued that prohibits any covenant or agreement to be complied with or performed by 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 Agreement Purchaser pursuant to the terms of this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or deniedAgreement. (b) The respective obligations Upon the occurrence of any valid termination event set forth in this Section 9.3, the Purchaser and/or Seller, as applicable, shall deliver written notice to the non-terminating party. Upon delivery of such notice, this Agreement shall terminate and the transfer of the parties hereto pursuant Company Shares contemplated hereby shall be deemed to Section 6.5 and this Article 10 have been abandoned without further action by Buyer or Seller. Upon such termination, the Purchaser shall survive any termination deliver or destroy all confidential information regarding Seller, Seller shall deliver or destroy all confidential information related to the Purchaser to which Seller had access in connection with the negotiation of this AgreementAgreement and the consummation of the transactions contemplated hereby. (c) In the event either party wishes to terminate that this Agreement pursuant to is validly terminated as provided in this Section 10.2(a)(ii) or 10.2(a)(iii) hereof9.3, written notice thereof (stating the reasons for such termination) 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 then each of the parties heretoshall be relieved of their respective duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Purchaser or Seller; provided, however, that nothing herein in this Section 9.3 shall relieve the Purchaser or Seller of any party from liability for any willful breach hereofof this Agreement occurring prior to the proper termination of this Agreement.

Termination Events. If any of the following events (aeach a “Termination Event”) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandonedshall have occurred: (i) Seller shall fail to pay any amount due pursuant to Section 9.1 in accordance with the provisions thereof or to pay any other amount required to be paid by mutual consent Seller and such failure shall continue unremedied for a period of the parties hereto.five (5) Business Days; or (ii) by Seller shall fail to observe or perform any party by notice covenant or agreement applicable to the it contained herein (other party if the Initial Closing shall not have been consummated within sixty than as specified in paragraph (60i) days after the date hereofof this Section 11.1); provided that if the Initial Closing that, no such failure 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 constitute a Termination Event under this paragraph clause (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 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 Seller in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this clause Agreement shall prove to have been incorrect in any material respect when made or deemed made, provided that a Termination Event shall not be deemed to have occurred under this paragraph (iii) based upon a breach of any representation or warranty set forth in Section 5.19 if Seller shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.complied with the provisions of Section 9.1 in respect thereof; or (bA) The respective obligations a court having jurisdiction in the premises shall enter a decree or order for relief in respect of Seller in an involuntary case under federal 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; (B) (I) any involuntary case is commenced against Seller under any federal or state bankruptcy, 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Seller, or over all or a substantial part of the parties hereto pursuant property of Seller, shall have been entered, an interim receiver, trustee or 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 Section 6.5 and this Article 10 in clause (B)(I) above continues for 60 days unless dismissed, bonded or disclosed; (C) Seller shall survive at its request have a decree or an order for relief entered with respect to it or commence a voluntary case under any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) federal or 10.2(a)(iii) hereofstate bankruptcy, written notice thereof (stating the reasons for such termination) insolvency or similar law now or hereafter in effect, or shall promptly be given consent to the entry of a decree or an order for 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 or taking possession by a receiver, trustee or other party hereto and this Agreement shall terminate and custodian for all or a substantial part of its property; (D) the transactions contemplated hereby shall be abandoned without further making by Seller of any general assignment for the benefit of creditors; (E) the inability or failure of Seller generally to pay its debts as such debts become due; or (F) the board of directors of Seller authorizes action by to approve any of the parties heretoforegoing; providedor (v) there shall have occurred an Event of Default set forth in Section 4.01 of the Indenture; or (vi) a notice of Encumbrance shall have been filed by the Pension Benefit Guaranty Corporation against Seller under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of 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, howeverany real or personal property of Seller pursuant to the 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 there shall have been delivered to the Indenture Trustee proof of release of such Encumbrance then, (A) in the case of any Termination Event described in paragraph (iv), (v), (vi), (vii) or (viii) above 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 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 nothing herein in the event of any involuntary petition or proceeding as described in paragraph (iv) above, Buyer shall relieve any party not purchase Mortgage Loans from liability for any breach hereofSeller unless such involuntary petition or proceeding is dismissed, bonded or discharged within 60 days of the filing of such petition or the commencement of such proceeding.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party by notice prior to the other party if the Initial Closing shall not have been consummated within sixty (60) days Closing, whether before or after the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach adoption 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).Company's shareholders: (iiia) by Buyer, on mutual written consent of Parent and the one hand, Company; (b) by either Parent or Company or Stockholders, on the other handCompany, if an injunction, restraining order or decree of any nature of Order by any Governmental Authority Body of competent jurisdiction is issued that prohibits the preventing or prohibiting consummation of the Purchase and such injunction, restraining order or decree is Merger shall have become final and non-appealablenonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iiiSection 8.1(b) shall must have used its all reasonable best efforts to have remove any such injunction, order or decree vacated or denied. (b) The respective obligations Order without agreeing to the imposition of any Burdensome Condition prior to the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.Termination Date; (c) In by either Parent or the event either party wishes Company if (i) the Company Shareholders Meeting (including any adjournment or postponement thereof) shall have been duly held and completed and the Company shareholders shall have taken a final vote on a proposal to approve and adopt the Merger, this Agreement and the Escrow Agreement and (ii) the Merger, this Agreement and the Escrow Agreement shall not have been adopted and approved by the Required Company Shareholder Vote; provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 10.2(a)(ii8.1(c) or 10.2(a)(iiiif the failure of the Company shareholders to adopt and approve the Merger, this Agreement and the Escrow Agreement is attributable to a failure on the part of the Company to perform its obligations under this Agreement; (d) hereof, written notice thereof (stating by Parent if any of the reasons for such termination) shall promptly be given to the other party hereto Company's representations and warranties contained in this Agreement shall terminate and have been materially inaccurate as of the transactions contemplated hereby date of this Agreement or shall be abandoned without further action by have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any of the parties heretoCompany's covenants contained in this Agreement shall have been breached in any material respect; provided, however, that nothing herein Parent may not terminate this Agreement under this Section 8.1(d) on account of an inaccuracy in the Company's representations and 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 cure such inaccuracy or breach within 15 days after receiving written notice from Parent of such inaccuracy or breach; (e) by the Company if any of Parent's representations and warranties contained in this Agreement shall relieve have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any of Parent's covenants contained in this Agreement shall have been breached in any material respect; provided, however, that the Company may not terminate this Agreement under this Section 8.1(e) 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; (f) by Parent or the Company if the Closing has not taken place on or before August 1, 2002 (the "Termination Date") (other than as a result of any failure on the part of the terminating party from liability for to comply with or perform any of its covenant or obligation set forth in this Agreement); provided that if Parent has a right to terminate this Agreement pursuant to 8.1(d) and has elected not to terminate this Agreement and the Closing has not taken place on or before the Termination Date, then the Company shall have the right to terminate this Agreement if the Closing has not taken place on or before October 1, 2002 (the "Final Termination Date") even if the failure to close is the result of a failure on the part of the Company to comply with or perform any of its covenants or obligations so long as the Company has used commercially reasonable efforts to cure any breach hereofof its obligations and to satisfy the conditions to Closing and has negotiated in good faith for at least five (5) business days an amendment to this Agreement to address any breach that is not curable or any condition to Closing that cannot be satisfied by the Final Termination Date; (g) by Parent if a Company Triggering Event shall have occurred; (h) by the Company, at any time during the Price Election Period if the Average Parent Closing Price is less than $15.00; subject, however, to the following three sentences. If the Company elects to exercise its termination right pursuant to the immediately preceding sentence, it shall promptly give written notice to Parent; provided that such notice of election to terminate this Agreement may be withdrawn by the Company at any time during the Price Election Period pursuant to written notice provided by the Company to Parent. During the two-day period following the date on which Parent receives such notice, Parent shall have the option to make the Parent Fixed Value Election; provided, however, that Parent may not make the Parent Fixed Value Election if the Average Parent Closing Price is less than $10.00. If Parent makes the Parent Fixed Value Election within such two-day period, it shall give prompt written notice to the Company of such election, whereupon no termination shall have occurred pursuant to this Section 8.1(h), and this Agreement shall remain in effect in accordance with its terms, and any reference in this Agreement to "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as computed pursuant to paragraph (v)(A) of the definition of the term "Exchange Ratio" in Section 1.5(a) of this Agreement; or (i) by Parent, at any time during the Price Election Period if the Average Parent Trading Price is greater than $27.00; subject, however, to the following three sentences. If Parent elects to exercise its termination right pursuant to the immediately preceding sentence, it shall promptly give written notice to the Company; provided that such notice of election to terminate this Agreement may be withdrawn by Parent at any time during the Price Election Period pursuant to written notice provided by Parent to the Company. During the two-day period following the date on which the Company receives such notice, the Company shall have the option to make the Company Fixed Value Election. If the Company makes the Company Fixed Value Election within such two-day period, it shall give prompt written notice to Parent of such election, whereupon no termination shall have occurred pursuant to this Section 8.1(i), and this Agreement shall remain in effect in accordance with its terms, and any reference in this Agreement to "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as computed pursuant to paragraph (iv)(A) of the definition of the term "Exchange Ratio" in Section 1.5(a) of this Agreement.

Termination Events. The occurrence of any one or more of the following events shall constitute a "Termination Event": (a) Without prejudice Customer shall fail to other remedies which may make any payment or deposit to be available to the parties made by law it hereunder or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned:under any Transaction Document when due; or (i) by mutual Customer shall waive any Servicer Default without the prior consent of the parties hereto. SunAmerica, (ii) Customer shall fail to 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 party by notice 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 party if the Initial Closing 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 not have been consummated within sixty (60) days after be false in any material respect on the date hereof; provided 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 a 30-day period after such occurrence, provided, further, however, that if the Initial Closing 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(d); or any other document delivered pursuant hereto shall prove to 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 stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or (f) Customer shall default in the performance of any other covenant or undertaking hereunder or under any Transaction Document, other than any such term referred to in any other paragraph of this Section 7.1, provided, that if such default referred to in 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 occur before reasonably be cured with such date due 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 of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, 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 other custodian of Customer or any of its 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 (ii) 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 it or commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the breach entry of this Agreement 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 Stockholders, on the one hand, Board of Directors of any of its Subsidiaries (or Buyer, on any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the other hand, then that party may not terminate actions referred to in clause (i) above or this Agreement pursuant to this paragraph clause (ii).; or (iiii) 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 Buyerinsurance as to which a 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, on unvacated, unbonded or unstayed for a period of 60 days (or in any event later than five (5) days prior to the one handdate of any proposed sale thereunder); or (j) Any order, or Company or Stockholders, on the other hand, if an injunction, restraining order judgment or decree shall be entered against Customer or any of any nature its Subsidiaries decreeing the dissolution or split up of any Governmental Authority of competent jurisdiction is issued Customer or that prohibits the consummation of the Purchase Subsidiary and such injunctionorder 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), restraining order individually or decree is final and non-appealablein 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 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 prospects of Customer or any its Affiliates or in the value of the Warehouse Assets or in the ability of Customer or such other party seeking to terminate 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 contemplated Securitization Transaction; or (p) (i) any Proceeding not disclosed to SunAmerica prior to the date of the execution and delivery of this Agreement pursuant to this is pending against Customer or any of its Subsidiaries, or (ii) any material development not so disclosed has occurred in any Proceeding so disclosed, which, in the case of clause (iiii) shall have used its or (ii) above, has a reasonable best efforts likelihood of causing a material adverse effect on the collectibility of the Receivables or the ability of Customer or Servicer to have such injunction, order perform hereunder or decree vacated under the other Transaction Documents or denied.in any contemplated or other Securitization Transaction or with respect to the feasibility of any Securitization Transactions; or (bq) The respective obligations any material deficiency or qualification in any audit performed in connection with the Receivables is not, in the opinion of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.SunAmerica, satisfactorily cured within 30 days; or (cr) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(iia Change of Control shall occur; or (s) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 for any reason cease to create a valid, first priority ownership or security interest in any of the parties heretoReceivables and other Warehouse Assets, or the validity or enforceability thereof shall be contested by Customer or any Subsidiary; provided, however, that nothing herein or (t) the Outstanding Principal Invested shall relieve at any party from liability for any breach hereoftime be greater than 92% of the Net Receivables Balance.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this 18.1 This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedend of its natural term as provided in Article XVII at any time by mutual agreement of both parties. 18.2 A party hereto shall have the right to terminate this Agreement by giving prior written notice upon the occurrence of any of the following events involving the other party hereto: (i) by mutual consent of the parties hereto. (ii) by any party 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 A material breach of this Agreement by Company or Stockholdersthe other party, on including without limitation the one handrepresentations and warranties contained in Article XIX, which if capable of remedy, has not been remedied by such breaching party within thirty (30) calendar days of written notice by the non-breaching party; (ii) The filing of any petition under the United States Bankruptcy Code, in effect from time to time, or Buyer, on any similar Federal or state statute by or against the other handparty if such petition is not dismissed within 120 days after service upon the other party, then that or the failure of the other party may not terminate this Agreement pursuant generally to this paragraph clause (ii).pay its debts as such debts become due; (iii) by BuyerThe filing of an application for the appointment of a receiver for, on the one handmaking of a general assignment for the benefit of creditors by, or Company or Stockholdersthe insolvency of, on the other handparty; or (iv) The other party's liquidation, if an injunctiondissolution, restraining order termination of existence or decree of any nature of any Governmental Authority of competent jurisdiction is issued that prohibits the consummation cessation of the Purchase and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used conduct of its reasonable best efforts to have such injunction, order or decree vacated or deniedbusiness operations. (b) 18.3 The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 following provisions shall survive any termination of this Agreement.: (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.SECTION 8.1 ARTICLE IX - PROPRIETARY AND CONFIDENTIAL INFORMATION ARTICLE X - INTELLECTUAL PROPERTY RIGHTS ARTICLE XII - PROVIDING TECHNOLOGY TO JOINT PROJECTS ARTICLE XVI - BNFL REPRESENTATION ON GTSD BOARD OF DIRECTORS ARTICLE XX - PUBLIC DISCLOSURE ARTICLE XXIII - RESPONSIBILITY FOR COSTS INCURRED ARTICLE XXIV - COMPLIANCE WITH LAWS ARTICLE XXX - ARBITRATION

Termination Events. 26.1 The Owner and the Hirer agree that it is a fundamental term and condition of this Agreement that none of the following events shall occur during the Hire Period and that the occurrence of any of the following events shall constitute a repudiatory breach of this Agreement by the Hirer: (a) Without prejudice if any Relevant Party fails to pay any Rental or other remedies sum payable under the Relevant Documents on its due date or in respect of sums payable on demand, fails to pay any other sum payable on demand under the Relevant Documents within five (5) Business Days after demand; or (b) if any Relevant Party fails or neglects to observe or perform any of the terms and conditions of the Relevant Documents in a way which the Owner regards as material (otherwise than as mentioned in Clause 26.1(a)) and in the case of a failure or non-observance which is capable of remedy such failure or non-observance shall continue unremedied for fourteen days after the Owner becomes aware of it; or (c) if any Relevant Party shall do or allow to be done or omit to do any act or thing which act or omission in the opinion of the Owner may be available materially jeopardise any of its rights in relation to the parties Ship; or (d) if any statement, representation or warranty made by law any Relevant Party inducing the Owner to enter into the Relevant Documents or this Agreementmade on the part of any Relevant Party in the Relevant Documents or in any certificate, this Agreement may statement or notice delivered or made pursuant to the Relevant Documents shall be or become incorrect in any respect; or (e) if any process of execution, diligence or distress shall be levied on executed against or sued out against the Ship or any goods or other property belonging to any Group Company and shall not be discharged within seven days; or (f) if an order shall be made or a resolution passed for the winding up (other than by way of a members' voluntary winding up for the purpose of a scheme of amalgamation or reconstruction or for any other purpose in any case previously approved by the Owner) of any Group Company; or (g) if any Group Company shall convene a meeting for the purpose of making or shall make a composition or arrangement with or any assignment or assignation for the benefit of its creditors; or (h) if an encumbrancer shall take possession or a receiver or liquidator shall be appointed in respect of whole or any part of the assets or undertaking of any Group Company; or (i) if any Group Company shall be unable to pay its debts as such expression is defined in Section 123 of the Insolvency Act 0000; or (j) if any indebtedness or obligation of any Group Company (other than an indebtedness or obligation of less than US$500,000) shall become due and payable prior to the specified maturity date thereof or any agreement for the hiring of machinery or plant to a Group Company or any material hire purchase or conditional sale agreement to a Group Company shall be terminated by reason of an event of default thereunder or any indebtedness of a Group Company in connection with any such agreement shall not be paid when due or any Group Company shall not meet its obligations under any guarantee or indemnity when properly called upon to do so; or (k) if the Hirer shall cease to be a Subsidiary (directly or indirectly) of Eagle Geophysical Inc. without the Owner's prior written approval; or (l) if any security constituted by any mortgage or charge created by any Group Company including the security constituted by the Account Assignment shall become enforceable and the mortgagee or the chargee shall take steps to enforce the same unless any such security has become illegal or unenforceable in accordance with clause 32; or (m) if any event or proceedings in any jurisdiction which is or are analogous to any of the events or proceedings referred to in sub-clauses (e), (f), (g), (h), (i) or (l) of this Clause 26.1 shall occur or be commenced in relation to any Group Company; or (n) if the Hirer, the Surety or either of the Corporate Guarantors are in breach of any other agreement with or obligation in favour of the group of companies of which the Owner forms part ("OWNER GROUP") for a period in excess of any applicable grace period under the terms of such agreement or obligation or (if none) for 14 days; or (o) if the Hirer, the Surety or either of the Corporate Guarantors dispose of all or a substantial part of their assets otherwise than for full consideration in money or money's worth payable at the time of such disposal and otherwise than to another Group Company, without the prior written consent of the Owner, whether such disposal is effected in one transaction or a series of transactions contemplated herein may be abandonedwhether or not related; or (p) If: (i) by mutual consent the Hirer, the Surety or either of the parties hereto.Corporate Guarantors or any other Group Company shall at any time reduce to a substantial extent the scale of its business now carried on by such companies respectively or if there shall be a substantial reduction in the scale on which the businesses now carried on by Group Companies (taken as a whole) are carried on in each case as compared with the scale on which the same is or are carried on at the date hereof; and (ii) by any party by notice the Owner acting reasonably shall certify that in its opinion in all the circumstances the risk to the other party Owner in connection with the Relevant Documents has materially increased; or (q) if the Initial Closing shall not have been consummated within sixty (60) days after the date hereofhereof and without the prior written consent of the Owner (such consent not to be unreasonably withheld or delayed) any of either of the Corporate Guarantors, the Surety or the Hirer or of any Subsidiary (directly or indirectly) of the Hirer ceases to be a wholly owned subsidiary of Eagle Geophysical Inc; 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).or (iiir) by Buyer, on the one hand, if any judgment or order is made against any Group Company and is not stayed 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or deniedcomplied with within seven days. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties Parties by law Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: (ia) by mutual written consent of the parties hereto.Parties; (iib) after December 31, 2024 (the “Outside Date”), by any party Party by delivery of a written notice to the other party Party in accordance with Section 11.1 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 on or prior to the breach of this Agreement by Company or Stockholders, 5:00 pm Eastern Time 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) 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-appealableOutside Date; provided, however, that the party seeking right to terminate this Agreement pursuant to under this clause (iiiSection 10.1(b) shall have used not be available to any Party whose failure or whose Affiliate’s failure to perform any of its reasonable best efforts to have such injunctionrepresentations, order warranties, covenants or decree vacated other obligations under this Agreement has been the primary cause of, or denied. (b) The respective obligations otherwise primarily resulted in, the failure of the parties hereto pursuant Closing to Section 6.5 and this Article 10 shall survive any termination of this Agreement.occur on or prior to such date; (c) In by any Party, if a final, non-appealable order, decree or ruling enjoining or otherwise prohibiting consummation of the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(iiPurchase has been issued by any Governmental Authority (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) or 10.2(a)(iiiany Law has been enacted that would make the Purchase illegal; (d) hereof, by Seller (by delivery of a written notice thereof to Purchaser in accordance with Section 11.1(b)) if (stating i) Seller is not in breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the reasons for conditions set forth in Sections 7.2(a) or 7.2(b) incapable of being satisfied on the Outside Date and (ii) Purchaser is in breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the conditions set forth in Sections 7.3(a) or 7.3(b) incapable of being satisfied on the Outside Date, and such terminationbreach is either (A) shall promptly be given not capable of being cured prior to the other party hereto Outside Date or (B) if curable, is not cured within the earlier of (x) twenty (20) Business Days after the giving of written notice by Seller to Purchaser and this Agreement shall terminate and (y) three (3) Business Days prior to the transactions contemplated hereby shall be abandoned without further action Outside Date; or (e) by Purchaser (by delivery of a written notice to Seller in accordance with Section 11.1(a)) if (i) Purchaser is not in breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the parties hereto; providedconditions set forth in Sections 7.3(a) or 7.3(b) incapable of being satisfied on the Outside Date and (ii) Seller is in breach of any of its representations, howeverwarranties, covenants or other obligations hereunder that nothing herein shall relieve any party from liability for any renders or would render the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) incapable of being satisfied on the Outside Date, and such breach hereofis either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) twenty (20) Business Days after the giving of written notice by Purchaser to Seller and (y) three (3) Business Days prior to the Outside Date.

Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Termination Event” (each event which with notice or the passage of time or both would become a Termination Event being referred to herein as an “Unmatured Termination Event”): (a) Without prejudice the Termination Date shall have occurred; (b) any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other remedies Transaction Document to which may it is a party and such failure shall remain unremedied for two (2) Business Days; (c) any written representation or warranty made or deemed to be available to the parties made by law any Originator (or any of its officers) under or in connection with this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party by notice other Transaction Documents to the which it is a party, or any other party if the Initial Closing written information or report delivered pursuant hereto or thereto shall not prove to 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 incorrect or Stockholders, on the one hand, untrue in any material respect when made or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) by Buyer, on the one hand, deemed made 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-appealabledelivered; provided, however, that the party seeking to terminate this Agreement such breach shall not constitute an Termination Event pursuant to this clause (iiic) if such breach, solely to the extent capable of cure, is cured within ten (10) Business Days (or two (2) Business Days with respect to a breach in the information set forth in an Interim Report) following the date that a Financial Officer or other Responsible Officer has knowledge or has received notice of such breach provided, further that no breach of a representation or warranty set forth in Sections 5.1(p), (t), (x) or (y) shall have used its reasonable best efforts constitute a Termination Event pursuant to have such injunction, order or decree vacated or denied. this clause (bc) The respective obligations if credit has been given for a reduction of the parties hereto Purchase Price, the outstanding principal balance of the applicable Subordinated Note has been reduced or the applicable Originator has made a cash payment to the Buyer, in any case, as required pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.3.4(c) with respect to such breach; (cd) In the event either party wishes any Originator shall fail to terminate perform or observe any other term, covenant or agreement contained in this Agreement pursuant or any other Transaction Document to Section 10.2(a)(ii) which it is a party on its part to be performed or 10.2(a)(iii) hereofobserved and such failure, written notice thereof (stating the reasons for such termination) shall promptly be given solely to the other party hereto and this Agreement extent capable of cure, shall terminate and the transactions contemplated hereby continue unremedied for ten (10) Business Days; or (e) any Insolvency Proceeding shall be abandoned without further action by instituted against any Originator and such proceeding shall remain undismissed or unstayed for a period of sixty (60) consecutive days or any of the parties hereto; providedactions sought in such proceeding (including the entry of an order for relief against, howeveror the appointment of a receiver, that nothing herein shall relieve any party from liability trustee, custodian or other similar official for, it or for any breach hereofsubstantial part of its property) shall occur.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: (ia) by mutual consent of the parties hereto.; (iib) by any party either Purchaser or SALD by notice to the other party if the Initial 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 been consummated within sixty (60) days after the date hereof; provided that if the Initial Closing shall not occur before such date due right 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 if such party knew of such breach prior to the date of this paragraph clause (ii).Agreement; or (iiic) by Buyer, on the one hand, either Purchaser or Company or Stockholders, on the other handSALD, if an injunction, restraining order or decree of any nature of any Governmental Authority has issued a final order, decree or ruling enjoining or otherwise permanently prohibiting any of competent jurisdiction is issued the transactions contemplated by this Agreement (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable ); provided, that prohibits this clause (c) shall not apply in the case where all of the following 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 Business Material Adverse Effect or a Purchaser Material Adverse Effect following the Closing Date and (z) 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 of the transactions that are enjoined will not be closed until such time as it no longer is enjoined and there shall be an appropriate adjustment in the Purchase Price to reflect that such portion of the Business will not be transferred; and such injunction, restraining order or decree is final and non-appealable; provided, howeverfurther, that the party seeking to terminate this Agreement pursuant to under this clause (iiic) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination is not then in material breach of this Agreement. (c) In ; and provided, further, that the event either party wishes right to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof under this clause (stating the reasons for such terminationc) 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 be given 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 the other party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of enjoinder or prohibition, the parties heretoshall use their reasonable best efforts, and shall cooperate with each other, to obtain promptly the removal of such enjoinder or prohibition; provided, howeverthat neither Purchaser nor any of its respective Affiliates shall be required to pay any consideration therefor, that nothing herein other than filing, recordation or similar fees payable to any Governmental Authority. Pending or in the absence of the removal of such enjoinder or prohibition, the parties shall relieve cooperate with each other in any party reasonable and lawful arrangements designed to provide to the Purchaser and any respective Designated Purchaser the benefits and liabilities of such Transferred Subsidiary or Purchased Asset which are enjoined or prohibited from liability for any breach hereofbeing sold, assigned, transferred, conveyed, delivered or acquired.

Termination Events. This Support Agreement shall terminate and, except as set forth in Section 3.2, all obligations of the Parties shall immediately terminate and be of no further force and effect following the occurrence of any of the following 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) Without prejudice 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 remedies 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) seven (7) business days after the Terminating Parties have given written notice of such breach to the Breaching Parties, the Company Parties, the Required Consenting Lenders, and the Consenting Members and (ii) 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 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 available to in the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned:form of an email acknowledgment from an authorized representative thereof): (i) by mutual consent of at 11:59 p.m. prevailing Eastern Time on the parties hereto.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) by 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 party by notice 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 party if time as agreed between the Initial Closing Parties, provided, further, that the Required Consenting Lenders shall not have been consummated 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) 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 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) the Company Parties take any of the following actions: (A) withdrawing the Plan; (B) publicly announcing their intention not to support, or otherwise withdrawing support for, the Plan; or (C) filing any plan of reorganization and/or disclosure statement that is not, within sixty the reasonable judgment of the Required Consenting Lenders, consistent with the Restructuring Term Sheet in all material respects; (60v) if the Company Parties’ consensual use of cash collateral is terminated and remains terminated for five (5) business days; (vi) upon the commencement of an involuntary case against any Company Party or the filing of an involuntary petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of the Company Parties or their debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, administrative, receivership or similar law now or hereafter in effect, provided, that such involuntary proceeding is not dismissed within a period of thirty (30) days after the date hereof; provided that filing thereof, or if any court order grants the Initial Closing shall not occur before relief sought in such date due involuntary proceeding; (vii) upon the Company Parties (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 breach of this Agreement by Company or Stockholders, on the one handinstitution of, or Buyerfailing to contest in a timely and appropriate manner, on 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) 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 handPlan Documents, then in a manner that party may not terminate is materially inconsistent with this Agreement pursuant to this paragraph clause (ii).Support Agreement; (iiiix) 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 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 Buyerthe 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, on unless such Termination Event is waived by the one hand, 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 Company or Stockholders, on the other hand, if an injunction, restraining order or decree Required Consenting Lenders immediately following the occurrence of any nature of any Governmental Authority court of competent jurisdiction is issued that prohibits 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 Purchase and such injunction, restraining order or decree is final and non-appealabletransactions contemplated by this Support Agreement in a way that cannot be reasonably remedied by the Company Parties; provided, however, that the party seeking to no Party may terminate this Support Agreement pursuant if such Party failed to this clause (iii) shall have used its reasonable best efforts to have such injunction, order perform or decree vacated or denied. (b) The respective obligations of comply in all material respects with the parties hereto pursuant to Section 6.5 terms and this Article 10 shall survive any termination 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. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. A. Upon the commencement of any bankruptcy or reorganization proceeding by or against either Party hereto (a) Without prejudice to the “Defaulting Party”), the other remedies which may be available Party hereto may, upon written notice to the parties Defaulting 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 law the other Party hereto, this 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 furnished hereunder which are undelivered or not furnished on the effective date of such cancellation by giving the other Party written notice, as hereinafter provided, at any time: (1) after a receiver of the other’s assets is appointed on account of insolvency, 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 do business. Such notice of cancellation shall be given thirty (30) days prior to the effective date of cancellation, except that, in the case of a 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: (1) 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 result of an Excusable Delay which continues for ***** or more; provided that if CFM provides ***** Confidential portions of the material have been omitted and filed separately with the transactions contemplated herein may Securities and Exchange Commission. a substitute spare Engine for at least ***** pursuant to Article V.F. above, such ***** period shall be abandoned: extended to *****, (i4) by mutual consent of the parties hereto. parties, (ii5) by CFM, if Purchaser ceases normal airline business operations, or (6) by CFM or Purchaser, upon any party material breach by notice to the other party if the Initial Closing shall which is not have been consummated cured within sixty (60) days after the date hereof***** from receipt of written 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; 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) 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.*****

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandonedas follows: (ia) by mutual consent of Either Party (the parties hereto. (ii"Non-Breaching Party") by any party by may terminate this Agreement upon written notice to the other party Party (the "Breaching Party") if the Initial Closing 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, or, 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 have been consummated within sixty (60) days after the date hereof; provided that if the Initial Closing shall not occur before constitute a waiver of such date due to the breach of this Agreement by Company default 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) 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 rights or decree is final and non-appealableinterests arising hereunder); provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.or (b) The respective obligations Either Party may terminate this Agreement upon written notice to the other Party, if: (i) a substantial portion of any Party's assets or the conduct of the parties hereto pursuant business of any Party shall be substantially encumbered by extraordinary governmental action or by operation of law, including but not limited to Section 6.5 and this Article 10 shall survive any termination of this Agreementthe following: the action by any Governmental Authority, quasi-governmental authority, or 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 dissolution or disestablishment of any 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 import or export restrictions which materially impair the ability of any Party to conduct 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 other Party initiates or is the subject of a winding-up proceeding, a bankruptcy proceeding, or a proceeding for the appointment of a judicial manager, suffers the appointment of a receiver of all or a substantial part of its assets or businesses, or makes an assignment for the benefit of its creditors. (c) In the event either party wishes to Corage may at its option terminate this Agreement pursuant to Section 10.2(a)(ii) at any time, for any or 10.2(a)(iii) hereofno reason, effective upon at least thirty days' advance written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofDSPGL.

Termination Events. This Agreement may by notice be terminated: (a) Without prejudice to other remedies which may be available to the parties by law either Seller or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: Buyer at any time if (i) by mutual consent any Governmental Entity which must grant a requisite regulatory approval has denied approval of the parties hereto. Contemplated Transactions, requested that an application submitted for a requisite regulatory approval be withdrawn, or 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 Contemplated Transactions, or (ii) by any party by notice to Governmental Entity imposes a condition in connection with approval of the other party if Contemplated Transactions which, in 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 good faith judgment of this Agreement by Company or Stockholders, on the one hand, Seller or Buyer, on will materially impair the other handability of Buyer to complete the Contemplated Transactions; or (iii) any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of the Contemplated Transactions; provided, then however, that no party may not shall have the right to terminate this Agreement pursuant to this paragraph clause (ii). (iiiSection 10.1(a) by Buyer, on if the one hand, denial or Company or Stockholders, on order referred to above shall be due to the other hand, if an injunction, restraining order or decree failure 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 Agreement pursuant to this clause (iii) shall have used perform or observe any of its reasonable best efforts to have such injunction, order covenants or decree vacated or denied.agreements set forth herein; (b) The respective obligations by either Buyer or Seller at any time, if a breach of any representation, warranty or obligation contained in this Agreement has been committed by the other party and such breach has not been cured as permitted hereby or waived; (i) by Buyer at any time if any of the parties hereto pursuant conditions to Section 6.5 and this Article 10 shall survive any termination 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 (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; (cd) In by the event mutual consent of Buyer and Seller at any time; (e) by either Buyer or Seller on or after December 31, 2009, if the Closing has not occurred (other than through the failure of any party wishes seeking to terminate this Agreement pursuant to comply fully with its obligations under this Agreement) on or before such date, or such later date as the parties may agree; (f) by Seller on or after November 16, 2009, if Seller does not receive from Buyer evidence satisfactory to Seller of the satisfaction of the condition set forth in clause (i) Section 10.2(a)(ii7.3 (which satisfactory evidence shall include (1) or 10.2(a)(iiisigned irrevocable subscription agreements for at least the amount set forth in clause (i) hereof, written notice thereof of Section 7.3 of this Agreement and (stating the reasons for such termination2) shall promptly be given immediately available funds in an amount at least equal to the other party hereto and amount set forth in clause (i) of Section 7.3 of this Agreement, on or before November 15, 2009 (or such later date as may be determined in Seller’s sole discretion); or (g) by Seller on or after December 16, 2009, if Seller does not receive from Buyer evidence satisfactory to Seller of the satisfaction of the condition set forth in clause (ii) 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 shall terminate and (2) immediately available funds in an amount at least equal to the transactions contemplated hereby shall 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 abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.determined in Seller’s sole discretion)

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (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 Agreement or in any other agreement or instrument delivered to the Selling Shareholders; (c) by the Selling Shareholders’ Agent if the Closing has not taken place on or before the End Date (other than as a result of the 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); (d) by Purchaser if (i) by mutual consent any representation or warranty of the parties hereto. Company or any Selling Shareholder contained in this Agreement shall be inaccurate as of the date of this Agreement, 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 (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any 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 or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded), or (ii) by any party by notice to of the other party if covenants or obligations of the Initial Closing Company or any Selling Shareholder contained in this Agreement shall not have been consummated within sixty (60) days after breached in any material respect such that the date hereof; provided that if the Initial Closing shall condition set forth in Section 7.2 would 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) 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-appealablebe satisfied; provided, however, that if an inaccuracy in or breach of any representation or warranty of the party seeking 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 (the “Company Cure Period”), then Purchaser may not terminate this Agreement pursuant under this Section 9.1(d) as a result of such inaccuracy or breach prior to this clause (iii) shall have used its the expiration of the Company Cure Period, provided the Company or such Selling Shareholder, during the Company Cure Period, continues to exercise commercially reasonable best efforts to have cure such injunction, order inaccuracy or decree vacated or denied.breach; (be) The respective obligations 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 parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination date of this Agreement. (c) In , or shall have become inaccurate as of a date subsequent to the event either party wishes to terminate date of this Agreement pursuant to (as if made on such subsequent date) such that the condition set forth in Section 10.2(a)(ii8.1 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 as of any subsequent date, all materiality qualifications and similar qualifications contained or incorporated directly or indirectly in such representations and warranties shall be disregarded), or (ii) if any of Purchaser’s or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and Parent’s covenants or obligations contained in this Agreement shall terminate and have been breached in any material respect such that the transactions contemplated hereby shall condition set forth in Section 8.2 would not be abandoned without further action by any of the parties heretosatisfied; provided, however, that nothing herein if an inaccuracy in or breach of any representation or warranty of Purchaser or Parent as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation 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; (f) by Purchaser if (i) there shall relieve have occurred any party from liability for Material Adverse Effect, or (ii) any breach hereofevent 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 Selling 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. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by the mutual written consent of the parties heretoPurchaser and the Seller. (iib) by any party by notice to either the other party Purchaser or the Seller if the Initial Closing Asset Sale shall not have been consummated within sixty by November 30, 2002 (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“Termination Date”). (iii) 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 a party seeking shall not be permitted to terminate this Agreement pursuant to this clause (iiiSection 8.1(b) shall have used its reasonable best efforts if the failure to have consummate the Asset Sale by the Termination Date is attributable to a failure on the part of such injunction, order party to perform any covenant or decree vacated obligation in this Agreement required to be performed by such party at or denied. (b) The respective obligations of prior to the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.Closing Date; (c) In by either the event 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 the Purchaser or the Seller if (i) the Seller Required Stockholder Vote is necessary under applicable law to approve the Asset Sale and any 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 (iii) if a Seller Stockholders’ Meeting is held and the foregoing matters shall not have 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 wishes shall not be permitted to terminate this Agreement pursuant to this Section 10.2(a)(ii8.1(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 10.2(a)(iiiobligation in this Agreement required to be performed by such party at or prior to the Closing Date; (e) hereofby either the Purchaser or the Seller if (i) the Purchaser Required Stockholder Vote is necessary under applicable law to approve the Certificate Amendment, written notice thereof (stating ii) the reasons for such terminationPurchaser Stockholders’ Meeting (including any adjournments and postponements thereof) shall promptly be given to the other party hereto have been held and this Agreement shall terminate completed and the transactions contemplated hereby Purchaser’s stockholders shall be abandoned without further action have taken a final vote on a proposal to approve 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 of adjournment or postponement thereof) by the parties heretoPurchaser Required Stockholder Vote; provided, however, that nothing herein a party shall relieve 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 provisions of Section 4.5; (g) by the Purchaser if (i) any of the Seller’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, 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 6.1 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 as of any subsequent date, any update of or modification to the Seller Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), or (ii) any 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 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 (A) 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 liability for 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 Section 8.1(g) on account of such inaccuracy or Breach; or (h) by the Seller if (i) any breach hereofof the representations and warranties of the Purchaser contained in this Agreement shall be inaccurate as of the date of this Agreement, 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 of 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, however, that if an inaccuracy in any 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 or obligation by the Purchaser (A) is capable of being cured by the Purchaser and the Purchaser has cured such inaccuracy or Breach within 40 days of receipt of notice thereof from the Seller, or (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 Breach.

Termination Events. (a) Without Subject to the provisions of Section 11 above, in the event of the Bankruptcy or dissolution of either Member or its Parent, the other Member may, in its sole and absolute discretion, require such Member to resign and cease to be a Member, at its option and without prejudice to any of its other remedies which may be available legal or equitable rights or remedies, by giving notice to such Member; (b) If either Member or its Parent materially breaches any of the parties by law terms, conditions or this Agreement, agreements contained in this Agreement may or in any Research Contract to which it is a party to be terminated and the transactions contemplated herein may be abandoned: (i) kept, observed or performed by mutual consent of the parties hereto. (ii) by any party by notice to it, the other party if Member may require such Member to resign and cease to be a Member, at its option and without prejudice to any of its other legal or equitable rights or remedies, by giving the Initial Closing Member who committed the material breach ninety (90) days' notice in writing, unless the notified Member within such 90-day period shall not have been consummated within sixty (60) days after cured the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach. Neither Member or its Parent will be considered in 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) 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 such a Research Contract for purposes of the Purchase and termination remedy stated herein during any period in which there is a good faith dispute between the Members as to the existence of such injunctionbreach. If the Members are, restraining order or decree is final and non-appealabledespite negotiations at the highest levels of their respective managements over a period of at least ninety days, unable to resolve any good faith dispute between them as to the existence of such breach, such dispute may at the election of either Member be resolved in accordance with Article 9; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.and (c) In If prior to July 1, 2001, the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) Company shall not [ * ], then RP Ag Co. may, in its sole and absolute discretion, at or 10.2(a)(iii) hereofat any time on or after July 1, written notice thereof 2001 (stating the reasons for such termination) shall promptly be given but prior to the time, if any, at which the Company shall have [ * ]), elect to (i) resign and cease to be a Member and (ii) terminate the Research Contracts to which it or its Parent (as the case may be) is a party (an "RP Ag Co. Termination"). In that event, RP Ag Co. will not be required to make any further Additional Capital Contribution of cash that has not previously become due as described in Section 3.6(a) (where any contribution that would have become due on the date of resignation shall not be considered to have become previously due), with no other party hereto and this Agreement shall terminate and right for indemnification or compensation whatsoever for the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; providedCompany, howeverACTTAG, that nothing herein shall relieve any party from liability for any breach hereofInc. or its Affiliates.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and ------------------- upon the transactions contemplated herein may be abandonedoccurrence of any of the following events: (ia) 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 parties heretoClosing Date. (iib) by any party by Either Purchaser or Seller may terminate this Agreement upon written notice to the other party Party if the Initial Closing shall has not have been consummated within sixty (60) days after occurred on or before July 21, 2006 or such other date as the date hereofParties may agree upon in writing; 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) 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 Party seeking to terminate this Agreement pursuant under this Section 11.1(b) has not breached or defaulted hereunder and has performed or stands ready, willing, and able to this clause (iii) shall have used perform, its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of under this Agreement. (c) In the event either party wishes to Either Purchaser or Seller may terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, upon written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and this Agreement Party if there shall terminate and be any Governmental Law that makes consummation of the transactions contemplated hereby by this Agreement illegal or otherwise prohibited or if any court of competent jurisdiction or other Governmental Authority shall be abandoned without further have issued an order, decree or ruling or taken any other action by any permanently restraining, enjoining or otherwise prohibiting the consummation of the parties hereto; providedtransactions contemplated by this Agreement and such order, howeverdecree, that nothing herein ruling or other action shall relieve not be subject to appeal or shall have become final and unappealable. (d) Purchaser may terminate this Agreement if Seller has failed to comply with any party from liability 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 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 Purchaser is not in breach hereofof this Agreement at such time. (e) 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 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 Seller may terminate this Agreement in the event of a Material Adverse Change.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein Company may be abandoned:dissolved, subject to Section 9.7, upon the occurrence of any of the following 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 [***]; (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 *** CONFIDENTIAL TREATMENT REQUESTED 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) [***] (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) the Initial Contributions and (ii) any required investments by the Shareholders pursuant to Section 3.3(a) hereof and (iii) additional investments from each Shareholder, if any, required pursuant to Section 3.3(b) hereof and (b) the Scientific Advisory Committee has certified to the Board that no gene discovery has been made; and (i) by mutual consent either Shareholder in the event of the parties hereto. (ii) by any party 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) 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 termination of the Purchase and such injunction, restraining order Sequana License Agreement or decree is final and non-appealable; provided, however, that the party seeking to terminate this MSK License Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or deniedin accordance with the terms thereof. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by the mutual written consent of the parties hereto.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 Agreement); (c) by the 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 failure on the part of the 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); (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 other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Asset Purchase Transaction; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the Asset Purchase Transaction by any party Governmental Body that would make consummation of the Asset Purchase Transaction illegal; (e) by notice the Purchaser if: (i) there shall have occurred a Material Adverse Effect, or any 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 have a Material Adverse Effect; (ii) any of the representations and warranties of the Seller contained in this Agreement shall be inaccurate as of the Original Agreement Date, or shall have become inaccurate as of a date subsequent to the other party Original Agreement Date, such that, if such inaccuracy occurred or was continuing as of the Initial Closing Date, the condition set forth in Section 7.1 would not be satisfied; or (iii) any of the covenants or obligations of the Seller contained in this Agreement shall not have been consummated 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 sixty (60) 20 days after Parent and/or the date hereof; provided that if Purchaser notifies the Initial Closing shall Seller in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then the Purchaser may not occur before terminate this Agreement under this Section 9.1(e) as a result of such date due 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 of this Agreement by Company or Stockholders, on (it being understood that the one hand, or Buyer, on the other hand, then that party Purchaser may not terminate this Agreement pursuant to this paragraph clause 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 of the Purchaser’s representations and warranties contained in this 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 8.1 would not be satisfied; or (ii). (iii) by Buyer, on any of Parent’s or the one hand, or Company or Stockholders, on the other handPurchaser’s covenants contained in this Agreement shall have been breached such that, if an injunction, restraining order such breach occurred or decree of any nature of any Governmental Authority of competent jurisdiction is issued that prohibits the consummation was continuing as of the Purchase and such injunctionClosing Date, restraining order or decree is final and non-appealablethe condition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in any of the party seeking 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 clause (iiiSection 9.1(f) shall have used its reasonable best efforts with respect to have such injunction, order inaccuracy or decree vacated breach if such inaccuracy or denied. (b) The respective obligations breach is cured prior to the expiration of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this AgreementPurchaser Cure Period). (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and at any time prior to the transactions contemplated herein may be abandonedEffective Time, whether before or after receipt of the Requisite Purchaser Consent: (ia) by mutual written consent of the parties hereto.Purchaser and the Company; (iib) by any party by notice to either 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 Purchaser if (ii). (iiii) 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 has denied approval of the Merger and such denial has become final and nonappealable or (ii) any court or Governmental Authority of competent jurisdiction shall have issued that prohibits a final and nonappealable order, injunction or decree or other legal restraint or prohibition permanently enjoining or preventing the consummation of the Purchase and Merger, unless the issuance of such order, injunction, restraining order decree or decree is final and non-appealable; providedother legal restraint, howeveras applicable, that shall be principally due to the failure of the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have perform or observe the obligations, covenants and agreements of such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.party set forth herein; (c) In by either the event either Company or the Purchaser if the Merger shall not have been consummated on or before September 30, 2023 (the “Termination Date”), unless the failure of the Closing to occur by such date shall be principally due to the failure of the party wishes seeking to terminate this Agreement pursuant to Section 10.2(a)(iiperform or observe the obligations, covenants and agreements of such party set forth herein; (d) by either the Company or 10.2(a)(iiithe Purchaser (provided, that the terminating party is not then in material breach of any obligation, covenant or other agreement contained herein) hereof, written notice thereof (stating the reasons for such termination) if there 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 have been a breach of any of the parties heretoobligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of the Purchaser or Merger Sub, in the case of a termination by the Company, or the Company, in the case of a termination by the Purchaser, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 7.2, in the case of a termination by the Company, or Section 7.3, in the case of a termination by the Purchaser, and which is not cured within thirty (30) days (or such fewer days as remain prior to the Termination Date) following written notice to the Purchaser, in the case of a termination by the Company, or the Company, in the case of a termination by the Purchaser, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); provided, however, that nothing herein or (e) by either the Company or the Purchaser if the Requisite Purchaser Consent shall relieve any party from liability for any breach hereofnot have been delivered to the Purchaser and the Company by the Requisite Purchaser Consent Deadline in accordance with Section 6.9.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties Parties by law Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein hereby may be abandonedabandoned at any time prior to the Closing: (ia) by mutual written consent of the parties hereto.Parent, Seller, and Buyer; (iib) by any party 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 Stockholderseither Parent and Seller, on the one hand, or Buyer, on the other hand, then by giving written notice to the other Parties if the Closing shall not have occurred by the Termination Date, as extended; provided that party may not the right to terminate this Agreement pursuant to under this paragraph clause (ii).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; (iiic) by Buyereither Parent and Seller, on the one hand, or Company or StockholdersBuyer, on the other hand, by giving written notice to the other Parties if an injunction, restraining order or decree of any nature of any Governmental Authority of competent jurisdiction is shall have issued that prohibits an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the Purchase transactions contemplated by this Agreement, and such injunctionorder, restraining order decree, ruling or decree is other Action shall not be subject to appeal or shall have become final and non-appealable; providedunappealable; (d) by Buyer (provided that Buyer is not then in material breach of any representation or warranty, howeveror material covenant contained herein), that the party seeking to terminate this Agreement pursuant to this clause (iii) if there shall have used been a material breach of any of the representations or warranties, or material covenants of Parent or Seller set forth in this Agreement, which breach would constitute, either individually or in the aggregate, if occurring on the Closing Date, the failure of the conditions set forth in Sections 7.3(a) or 7.3(b) ( a “Seller Terminating Breach”); provided that if, (x) within ten (10) Business Days following receipt by Seller of written notice from Buyer specifying the nature of the Seller Terminating Breach in reasonable detail (the “Seller Breach Notice”), Seller delivers to Buyer a notice outlining the manner in which, and the time within which, such Seller Terminating Breach shall be, or is reasonably likely to be, cured such that a Seller Terminating Breach shall no longer be continuing (a “Seller Cure Plan”), and (y) within 30 days following receipt by Seller of the Seller Breach Notice, Parent or Seller commences implementation of the actions described in such Seller Cure Plan and continues to exercise its reasonable best efforts to have cure such injunctionSeller Terminating Breach such that a Seller Terminating Breach shall no longer be continuing, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to Buyer may not terminate this Agreement under this Section 10.1(d) until the Termination Date; provided further that Buyer’s right to terminate pursuant to this Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination10.1(d) shall promptly be given lapse if and when such Seller Terminating Breach is cured such that the Seller Terminating Breach is no longer continuing and Parent and Seller are otherwise no longer in breach, which breach would give rise to the other party hereto a right of termination under this Section 10.1(d); or (e) by Parent and this Agreement Seller (provided that Parent and Seller are not then in material breach of any representation or warranty, or material covenant contained herein), if there shall terminate and the transactions contemplated hereby shall be abandoned without further action by have been a material breach of any of the parties heretorepresentations or warranties, or material covenants of Buyer set forth in this Agreement, which breach would constitute, either individually or in the aggregate, if occurring on the Closing Date, the failure of the conditions set forth in Sections 7.2(a) or 7.2(b) ( a “Buyer Terminating Breach”); providedprovided that if, however(x) within ten (10) Business Days following receipt by Buyer of written notice from Seller specifying the nature of the Buyer Terminating Breach in reasonable detail (the “Buyer Breach Notice”), Buyer delivers to Seller a notice outlining the manner in which, and the time within which, such Buyer Terminating Breach shall be, or is reasonably likely to be, cured such that nothing herein a Buyer Terminating Breach shall relieve any party from liability for any no longer be continuing (a “Buyer Cure Plan”), and (y) within 30 days following receipt by Buyer of the Buyer Breach Notice, Buyer commences implementation of the actions described in such Buyer Cure Plan and continues to exercise its reasonable best efforts to cure such Buyer Terminating Breach such that a Buyer Terminating Breach shall no longer be continuing, Parent and Seller may not terminate this Agreement under this Section 10.1(e) until the Termination Date; provided further that Parent’s and Seller’s right to terminate pursuant to this Section 10.1(e) shall lapse if and when such Buyer Terminating Breach is cured such that the Buyer Terminating Breach is no longer continuing and Buyer is otherwise no longer in breach, which breach hereofwould give rise to a right of termination under this Section 10.1(e).

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (a) by the Purchaser if: (i) by mutual consent there is a material Breach of any representation, warranty, covenant or obligation of the parties hereto.Company under this Agreement or of the Inventor under the Inventor Agreement; (ii) by the Purchaser reasonably determines that the timely satisfaction of any party by notice to the condition set forth in Article VIII has become impossible or impractical (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 than as a result of this Agreement by Company or Stockholders, any failure on the one hand, part of the Purchaser to comply with or Buyer, on the other hand, then that party may not terminate perform its covenants and obligations under this Agreement pursuant to this paragraph clause (iiAgreement).; (iii) by Buyerthe Purchaser is not, on in its reasonable discretion, satisfied with the one handresults of its due diligence review of the Company, or Company or Stockholders, on provided that the other hand, if an injunction, restraining order or decree of any nature of any Purchaser's right to terminate pursuant to this Section 10.1(a)(iii) shall exist only during the Due Diligence Review Period; (iv) a Governmental Authority of competent jurisdiction is issued that prohibits the Authorization required for consummation of the Purchase Merger and the other Transactions shall have been denied by final nonappealable action of the Governmental Body responsible for such injunctionGovernmental Authorization or a Governmental Body issues a final nonappealable order blocking the Merger; or (v) 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 material Breach of any representation, restraining 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 than as a result of any failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement); (iii) a Governmental Authorization required for consummation of the 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 decree 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 Company is final and non-appealablenot, in its reasonable discretion, satisfied with the results of its due diligence review of the Purchaser; provided, howeverthat the Company's right to 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, that 2002 (other than as a result of any failure on the part of the party seeking to terminate this Agreement pursuant to materially comply with or perform its covenants and obligations under this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.Agreement); and (bd) The respective obligations by the mutual written consent of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and this Agreement shall terminate Purchaser and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofCompany.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this 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 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 herein may be abandoned: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 mutual consent of the parties hereto. this Agreement; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any party Governmental Entity that would make consummation of such transactions illegal; (f) by notice Purchaser if: (i) any of the representations and warranties of the Company or any Seller contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the other party if date of this Agreement, such that the Initial Closing condition set forth in Section 8.1 would not be satisfied; (ii) any of the covenants of the Company contained in this Agreement shall not have been consummated within sixty breached such that the condition set forth in Section 8.2 would not be satisfied; or (60iii) days after 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 hereof; provided that if the Initial Closing shall not occur before such date due to the breach of this Agreement or a breach of a covenant by the Company or Stockholders, on any Seller is curable by the one hand, 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 Buyer, on breach (the other hand“Company Cure Period”), then Purchaser may not terminate this Agreement under this Section 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 party Purchaser may not terminate this Agreement pursuant to this paragraph clause 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 (g) by the Company if: (i) any of Purchaser’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 9.1 would not be satisfied; or (ii). (iii) by Buyer, on if any of Purchaser’s covenants contained in this Agreement shall have been breached such that 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-appealablecondition 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 party seeking 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 clause (iiiSection 10.1(g) shall have used its reasonable best efforts with respect to have such injunction, order inaccuracy or decree vacated breach if such inaccuracy or denied. (b) The respective obligations breach is cured prior to the expiration of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this AgreementPurchaser Cure Period). (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may Each of the following events shall be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoneda "Termination Event" hereunder: (i) by mutual consent of the parties hereto. Servicer (if API) shall fail to perform or observe any term, covenant or agreement hereunder in its capacity as Servicer (other than as referred to in clause (ii) next following) and such failure shall remain unremedied for three Business Days or (ii) either Servicer (if API) or Seller shall fail to 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 party 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 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 three 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 any Affiliate of any 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 execution and delivery of this Agreement is pending against Seller, API or any Originator or (ii) any material development not so disclosed has occurred in any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings so disclosed, which, in the case of clause (i) 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 Agreement or any other party if Agreement Document; or (h) The Aggregate Participation Amounts shall exceed the Initial Closing 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; or (k) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of Seller or any Originator and such lien shall not have been consummated within sixty (60) days after the date hereof; provided that if the Initial Closing released and such lien shall not occur before such date due to the breach of this Agreement by Company or Stockholders, on the one handhave been released within 8 Business Days, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) by Buyer, on the one handPension Benefit Guaranty Corporation shall, or Company or Stockholdersshall indicate its intention to, on the other hand, if an injunction, restraining order or decree file notice 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto a lien pursuant to Section 6.5 and this Article 10 shall survive any termination 4068 of this Agreement. (c) In the event either party wishes Employee Retirement Income Security Act of 1974 with regard to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties heretoassets of Seller or any Originator and such lien shall not have been released within 8 Business Days; providedor (l) One Person, howeveror a group of Persons acting in concert that are unacceptable to the Agent or the Majority Purchasers obtain, that nothing herein shall relieve 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 elect a majority of directors of API; or Seller or any party from liability Originator other than API ceases to be a wholly-owned Subsidiary of API; or (m) The average of the Dilution Ratios for any breach hereofthree successive Month End Dates exceeds 8%; (n) The average of the Net Charge-Off Ratios for any three successive Month End Dates exceeds 2%; or (o) The Seller's Tangible Net Worth is less than $18,300,000; or (p) A Purchase and Sale Termination Event occurs.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by mutual written consent of Parent, the parties hereto.Purchaser and the Seller; (iib) by any party by notice to either Parent and the other party Purchaser or the Seller if the Initial Closing Transactions shall not have been consummated within sixty by May 15, 2001 (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"Termination Date"). (iii) 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 (i) a party seeking shall not be permitted to terminate this Agreement pursuant to this clause 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 Agreement required to be performed by such party at or prior to the Closing Date, and (iiiii) the Seller shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes not be permitted to terminate this Agreement pursuant to this Section 10.2(a)(ii8.1(b) unless the Seller shall have made any payment required to be made to the Purchaser pursuant to Section 8.4(a) and shall have paid to the Purchaser any fee required to be paid to the Purchaser pursuant to Section 8.4(c); (c) by either Parent and the Purchaser or 10.2(a)(iiithe 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) hereof, written notice thereof by either Parent and the Purchaser or the Seller if (stating i) the reasons for such terminationShareholders' Meeting (including any adjournments and postponements thereof) shall promptly be given to the other party hereto have been held and this Agreement shall terminate completed and the transactions contemplated hereby Seller's shareholders shall be abandoned without further action 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 any of the parties heretoRequired Shareholder Vote; provided, however, that nothing herein (A) a party shall relieve 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 from liability 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 Acquisition and the Plan of Dissolution by the Required Shareholder Vote) if a Triggering Event shall have occurred; (f) by Parent and the Purchaser if (i) any of the Seller's representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, 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 6.1 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 as of any subsequent date, any update of or modification to the Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), or (ii) any 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 of the Seller's representations and warranties as of a date subsequent to the date of this Agreement or a breach hereofof 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 Section 8.1(f) on account of such inaccuracy or breach; or (g) by 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, 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 of 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, however, that if an inaccuracy in any of the representations and warranties of Parent and the Purchaser as of a date subsequent to the date of this Agreement or a breach of a 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(g) on account of such inaccuracy or breach.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this 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 Agreement or in any other agreement or instrument delivered to the Company in connection with the transactions contemplated herein may be abandoned: by this 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 failure on the part of the 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 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 mutual consent of the parties hereto. this Agreement; or (ii) by there shall be any party by notice Legal Requirement enacted, promulgated, issued or deemed applicable 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 transactions contemplated by this Agreement by any Governmental Body that would make consummation of such transactions illegal; (e) by Purchaser if: (i) any of the representations and warranties of the Company or Stockholders, on the one handSelling Shareholders contained in this Agreement shall not be true and correct as of the date of this Agreement, or Buyershall have become inaccurate as of a date subsequent to the date of this Agreement, on such that the other hand, then that party may condition set forth in Section 7.1 would not terminate be satisfied; (ii) any of the covenants of the Company or the Selling Shareholders contained in this Agreement pursuant to this paragraph clause (ii). shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; or (iii) a 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 - (f) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree Selling Shareholders if: (i) any of any nature of any Governmental Authority of competent jurisdiction is issued that prohibits the consummation Purchaser’s representations and warranties contained in this Agreement shall be inaccurate as of the Purchase and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination date of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) , or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given have become inaccurate as of a date subsequent to the other party hereto and date of this Agreement, such that the condition set forth in Section 8.1 would not be satisfied; or (ii) if any of Purchaser’s covenants contained in this Agreement shall terminate and have been breached such that the transactions contemplated hereby shall condition set forth in Section 8.2 would not be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofsatisfied.

Termination Events. The occurrence of any of the following (without the need for the taking of any action) shall be a “Termination Event”: (a) Without prejudice 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 other remedies which may be available 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 parties by law 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 may 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 terminated 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 transactions contemplated herein may be abandoned: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) by mutual consent Upon any material adverse change regarding the feasibility of the parties hereto.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; (iij) by any party by notice to Upon 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 Stockholdersamendment, on the one handmodification of, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree filing 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 a pleading by any of the parties heretoPlan Debtors that seeks to 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 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 successfully challenged at any time after entry of such interim or final order; (w) The non-payment of any accrued, unpaid and ongoing expenses incurred by the Consenting Secured Parties in connection with the Restructuring Transactions and any agreements related thereto in accordance with section 9.12 of this Support Agreement; providedor (x) 11:59 p.m. (New York City time), howeveron the date that is 60 days after the Petition Date, that nothing herein shall relieve any party from liability unless the Bankruptcy Court has entered an order establishing bar dates for any breach hereofsubmitting proofs of claim and requests for payment pursuant to section 503(b)(9) of the Bankruptcy Code.

Termination Events. (a) Without prejudice to other remedies which may be available Subject to the parties by law or this Agreementprovisions of Section 10.2, this Agreement may may, by written notice given at or prior to the Closing in the manner hereinafter provided, be terminated and the transactions contemplated herein may be abandoned: (ia) By either Seller or Purchaser if a material default or breach shall be made by the other party with respect to the due and timely performance of any of its covenants and agreements contained herein, or with respect to the due compliance with any of the representations and warranties contained in Article V or VI, as the case may be, and such default cannot be cured and has not been waived; (b) By written mutual consent of the parties hereto.Seller and Purchaser; (iic) by any party by notice to the other party By either Seller or Purchaser if the Initial Closing shall not have occurred, other than through failure of such party to fulfill its obligations hereunder, on or before November 30, 1996 or such later date as may be agreed upon by the parties; (d) By Purchaser, if the conditions set forth in Article III hereof shall not have been consummated met (or shall not, in the reasonable judgment of Purchaser, be capable of being met), and Seller, if the conditions set forth in Article IV hereof shall not have been met (or shall not, in the reasonable judgment of Seller, be capable of being met), in each case by November 30, 1996; (e) By Purchaser if (i) Seller gives notice to Purchaser that it will not or cannot remove any Title Exception and (ii) within sixty ten (6010) business days after the date hereofsuch notice is given Purchaser does not waive the requirement that Seller remove such Title Exception; provided that or (f) By Purchaser if Seller amends or supplements any Schedule hereto in accordance with Section 7.5 hereof and such amendment or supplement constitutes, individually or in the Initial Closing shall not occur before such date due aggregate with other amendments or supplements to the breach of this Agreement by Company Schedules, a material adverse change in the condition 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) 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 operations of the Purchase and such injunction, restraining order Assets or decree is final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of Business after the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach date hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party by notice prior to the other party if the Initial Closing shall not have been consummated within sixty (60) days whether before or after the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach adoption and approval of this Agreement by Company the Company’s stockholders): (a) by the mutual written consent of Parent and the Company; (b) by either Parent or Stockholdersthe Company, if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on the one handdate that is [***] months following the Agreement Date (as such date may be extended in accordance with the provisos of this Section 9.1(b), the “End Date”); provided, however, that (i) neither Parent nor the Company shall be permitted to terminate this Agreement pursuant to this Section 9.1(b) if the proximate cause of the failure to consummate the Mergers by the End Date (as the same may be extended) is a breach by such party of any of its representations, warranties, covenants or agreements contained herein, (ii) the End Date shall automatically be extended commensurate with any extension of the Closing Date pursuant to the proviso in Section 1.3(a), and (iii) if on the date that is [***] months following the Agreement Date, all of the conditions to Closing set forth in Articles 7 and 8 have been satisfied or waived in writing, other than (x) conditions that by their nature are only to be satisfied as of the Closing, which are capable of being satisfied, and (y) any of the conditions to Closing set forth in Sections 7.3, 7.8 (solely if the Order, Legal Requirement or other restraint arises under Legal Requirements pertaining to antitrust), 7.9 (solely if the Legal Proceeding arises under Legal Requirements pertaining to antitrust), 8.3 or 8.6 (solely if the Order, Legal Requirement or other restraint arises under Legal Requirements pertaining to antitrust), then the End Date shall be automatically extended to the date that is [***] months following the Agreement Date; (c) by Parent or the Company if: (i) a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or Buyershall have taken any other action, on having the effect of permanently restraining, enjoining or otherwise prohibiting the Mergers; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Mergers by any Governmental Body that would make consummation of the Mergers illegal; (d) by Parent if: (i) any of the representations and warranties of the Company contained in this Agreement shall be inaccurate as of the Agreement Date, or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 7.1 would not be satisfied; (ii) any of the covenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred, or any event or other handEffect shall have occurred or circumstance or other Effect shall exist that, in combination with any other events, circumstances or other Effects, would reasonably be expected to have or result in a 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 as of a date subsequent to the Agreement Date or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within [***] Business Days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this Section 9.1(d) 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 (it being understood that party Parent may not terminate this Agreement pursuant to this paragraph clause Section 9.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); (e) by the Company if: (i) any of Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the Agreement Date, or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 8.1 would not be satisfied; or (ii). (iii) by Buyer, on if any of Parent’s covenants contained in this Agreement shall have been breached such that 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-appealablecondition set forth in Section 8.2 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 party seeking Agreement Date or a breach of a covenant by Parent is curable by Parent through the use of reasonable efforts within [***] Business 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 9.1(e) 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 clause (iiiSection 9.1(e) shall have used its reasonable best efforts with respect to have such injunction, order inaccuracy or decree vacated breach if such inaccuracy or denied.breach is cured prior to the expiration of the Parent Cure Period); or (bf) The respective obligations by Parent if (i) any of the parties hereto pursuant Required Merger Stockholder Votes are not obtained or (ii) this Agreement and the Mergers have not been duly adopted and approved by at least [***]% of the outstanding shares of Company Capital Stock (with the Company Preferred Stock voting on an as-converted to Section 6.5 and this Article 10 shall survive any termination Company Common Stock basis), in each case within three hours after the execution of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available At any time prior to the parties by law or this AgreementClosing, this Agreement may be terminated and the transactions contemplated herein may be abandonedTransactions abandoned by authorized action taken by the terminating party: (ia) by mutual written consent of by Purchaser and Seller Parties and the parties hereto.Company; (iib) by any party by notice to the other party either Purchaser or Seller Parties, if the Initial Closing shall not have been consummated within sixty occurred on or before December 31, 2017 or such other date that Purchaser and the Company may agree upon in writing (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“Termination Date”). (iii) 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 right to terminate this Agreement pursuant to under this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of Section 7.1 shall not be available to any party whose breach (or whose Affiliate’s breach) of this Agreement has resulted in the failure of the parties hereto Closing to occur on or before the Termination Date; [*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Section 6.5 and this Article 10 shall survive any termination Rule 24b-2 of this Agreementthe Securities Exchange Act of 1934, as amended. (c) In by either Purchaser or Seller Parties, if any permanent injunction or other order of a Governmental Body of competent authority preventing the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(iiconsummation of the Transactions shall have become final and nonappealable; (d) by Purchaser, if a Seller Party shall have materially breached any representation, warranty, covenant or 10.2(a)(iii) hereof, agreement contained herein and such breach shall not have been cured within 30 days after receipt by Seller Parties from Purchaser of written notice thereof of such breach (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured within the timeframe above and at or prior to the Closing, such breach would result in the failure of any of the conditions set forth in Section 5.1 or Section 5.2 to be satisfied; or (e) by Seller Parties, if Purchaser shall have materially breached any representation, warranty, covenant or agreement contained herein and such breach shall relieve not have been cured within 30 days after receipt by Purchaser from the Company of written notice of such breach (provided, however, that no such cure period shall be available or applicable to any party from liability for such breach which by its nature cannot be cured) and if not cured within the timeframe above and at or prior to the Closing, such breach would result in the failure of any breach hereofof the conditions set forth in Section 5.1 or Section 5.3 to be satisfied.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party by notice prior to the other party if the Initial Closing shall not have been consummated within sixty (60) days whether before or after the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach adoption of this Agreement by Company Target’s stockholders): (a) by the mutual written consent of Parent and Target; (b) by Parent if the Closing has not taken place on or Stockholdersbefore 5:00 p.m. (Pacific time) on June 1, 2013 (other than as a result of any failure on the one handpart of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement or in any other agreement or instrument delivered to Target in connection with the transactions contemplated by this Agreement); (c) by Target if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on June 1, 2013 (other than as a result of any failure on the part of Target 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); (d) by either Parent or Target if: (i) a court of competent jurisdiction or other Governmental Authority shall have issued a final and nonappealable Order, or Buyershall have taken any other action, on having the other handeffect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Authority that would make consummation of the Merger illegal; (e) by Parent if, between the date hereof and the Closing, an event or condition occurs that has a Material Adverse Effect; (f) by Parent if: (i) any of the representations and warranties of Target contained in this Agreement shall be inaccurate as of the date of this Agreement, or 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; or (ii) any of the covenants of Target or the Stockholders’ Representative contained in this Agreement shall have been breached such that the condition set forth in Section 6.1 would not be satisfied; provided, however, that if an inaccuracy in any of the representations and warranties of Target as of a date subsequent to the date of this Agreement or a breach of a covenant by Target or the Stockholders’ Representative is curable through the use of reasonable efforts within 30 days after Parent notifies Target or the Stockholders’ Representative in writing of the existence of such inaccuracy or breach (the “Target Cure Period”), then Parent 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 Target Cure Period, provided Target or the Stockholders’ Representative, during the Target Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that party Parent may not terminate this Agreement pursuant to this paragraph clause (iiSection 8.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Target Cure Period).; (iiig) by Buyer, on the one hand, Target if: (i) any of Parent’s 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 Merger Sub’s representations and warranties contained in this Agreement shall be inaccurate as of the Purchase and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination date of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.or

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and at any time prior to the transactions contemplated herein may be abandonedClosing: (i) by the mutual consent written agreement of the parties hereto.Purchaser and the Seller; (ii) by any party by notice to (A) the other party Purchaser or the Seller on or after February 15, 2014 if the Initial Closing shall not have been consummated within sixty (60) days after occurred by the date hereof; close of business on such date, 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 terminating party may not terminate be in default of any of its obligations hereunder and may not have caused the failure of the transactions contemplated by this Agreement pursuant to this paragraph clause have occurred on or before such date; or (ii).B) the Purchaser on or after February 15, 2014 if the Seller shall not have delivered the Audited Statements to the Purchaser by that date ; (iii) by Buyer, on the one hand, or Company or Stockholders, on the other hand, Purchaser if an injunction, restraining order or decree there is a breach of any nature representation or warranty set forth in Article IV or Article V or any covenant or agreement to be complied with or performed by the Seller pursuant to the terms of this Agreement; (iv) by the Purchaser if the Company shall have breached the Management Agreement; or (v) by the Seller if there is a breach of any Governmental Authority representation or warranty set forth in Article VI or of competent jurisdiction is issued that prohibits any covenant or agreement to be complied with or performed by 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 Agreement Purchaser pursuant to the terms of this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or deniedAgreement. (b) The respective obligations Upon the occurrence of any valid termination event set forth in this Section 9.2, the Purchaser and/or the Seller, as applicable, shall deliver written notice to the non-terminating party. Upon delivery of such notice, (i) this Agreement shall terminate and the transfer of the parties hereto pursuant Company Shares contemplated hereby shall be deemed to Section 6.5 have been abandoned without further action by the Purchaser or the Seller, and this Article 10 (ii) the Management Agreement shall survive any termination of this Agreementautomatically terminate. (c) In the event either party wishes to terminate that this Agreement pursuant to is validly terminated as provided in this Section 10.2(a)(ii) or 10.2(a)(iii) hereof9.2, written notice thereof (stating the reasons for such termination) 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 then each of the parties heretoshall be relieved of their respective duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Purchaser or the Seller; provided, however, that nothing herein in this Section 9.2 shall relieve the Purchaser or the Seller of any party from liability for any willful breach hereofof this Agreement or the Management Agreement occurring prior to the proper termination of this Agreement.

Termination Events. Any of the following acts or occurrences shall constitute a Termination Event under this Agreement (ea ch, a “Ter mination Event “): (a) Without prejudice OHC shall fail to other remedies which may observe or perform in any material respect any material covenant or agreement required to be available to the parties by law or this Agreement, performed thereby under this Agreement may be terminated and the transactions contemplated herein may continuance of such default or breach for a period of fifteen (15) calendar days after there has been given to OHC a written notice specifying the default or breach and requiring it to be abandoned:remedied; (b) Any representation, warranty or statement of OHC in this Agreement (i) which is not qualified by mutual consent materiality or material adverse effect shall prove to be incorrect in any material respect as of the parties hereto. date on which such representation, warranty or statement is made or (ii) which is qualified by any party by notice materiality or material adverse effect shall provide to have been incorrect as of the date on which such representation, warranty or statement is made; (c) OHC shall be or become insolvent, or admit in writing its inability to pay its debts as they mature, or make a general assignment for the benefit of creditors; or OHC shall apply for or consent to the other party if appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the Initial Closing application or consent of OHC and shall not have been consummated be discharged within sixty (60) days after of appointment; or OHC shall institute (by petition, application, answer, consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the date hereoflaws of any jurisdiction; provided that if or any such proceeding shall be instituted (by petition, application or otherwise) against OHC; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the Initial Closing property of OHC and such shall not occur before such date due to remain unstayed or undismissed for sixty (60) days; (d) A voluntary petition naming OHC, as debtor, is filed under the breach of this Agreement by Company or Stockholders, on the one handUnited States Bankruptcy Code, or Buyeran involuntary petition naming OHC, on as debtor, is filed under the other handUnited States Bankruptcy Code and such involuntary petition shall remain undismissed for sixty (60) days; (e) OHC shall liquidate, then that party may not dissolve, terminate this Agreement pursuant or suspend its business operations or otherwise fail to this paragraph clause operate its business in the ordinary course; (f) Any of the following shall occur: (i) entry of a court order which enjoins, restrains or in any way prevents OHC from conducting all or any material part of its business affairs in the ordinary course of business, or (ii).) withdrawal or suspension of any license required for the conduct of any material part of the business of OHC; or (iiig) 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 Agreement pursuant to this clause (iii) shall have used OHC terminates its reasonable best efforts to have such injunction, order or decree vacated or deniedmanagement services hereunder. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. If any of the following (aeach, a "Termination Event") Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandonedshall occur: (i) by mutual consent of the parties hereto. Servicer shall fail to perform or observe any term, covenant or agreement under this Agreement and, except as otherwise provided herein, such failure shall continue for 30 days after knowledge or notice thereof, (ii) the Servicer shall fail to make when due any payment or deposit to be made by it under this Agreement and such failure shall continue unremedied for two Business Days or (iii) Werner shall resign as Servicer in contravention of Section 2.1(c) hereof and no successor Servicer reasonably acceptable to the Agent shall have been appointed by the Agent or Werner (or any party affiliate thereof) shall fail to transfer to xxx xuccessor Servicer when required any rights pursuant to this Agreement; (b) any representation or warranty made or deemed made by the Servicer under or in connection with this Agreement or any other Transaction Document to which it is a party, or any information or report delivered by the Servicer pursuant to this Agreement or any other Transaction Document to which it is a party, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered, and shall remain incorrect or untrue for 30 days after notice to the Servicer of such inaccuracy; (c) the Servicer shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Servicer seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Servicer shall take any corporate action to authorize any of the actions set forth above in this paragraph; (d) a Change in Control shall occur; or (e) an Event of Default under the Financing Agreement shall have occurred and be continuing; then, in each case, the Agent shall have the right, by notice to the other party if Servicer, to terminate the Initial Closing rights of the Servicer to collect the Accounts hereunder. Following such termination, the Agent shall not have been consummated within sixty the right to (60i) days after appoint itself or another entity as successor Servicer hereunder in accordance with Section 2.1, (ii) direct the date hereof; provided that if Customers to remit all amounts payable in respect of the Initial Closing shall not occur before such date due Accounts directly to the breach of this Agreement by Company Agent or Stockholders, on the one hand, its designee or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). into a Depository Account and (iii) by Buyertake any and all steps in the name of the Purchaser and on behalf of the Purchaser necessary or desirable, on in the one handdetermination of the Agent and in accordance with Section 8.3 of the Financing Agreement, to collect any and all amounts or Company or Stockholders, on the other hand, if an injunction, restraining order or decree portions thereof due in respect of any nature of any Governmental Authority of competent jurisdiction is issued that prohibits the consummation of the Purchase and such injunctionall Accounts, restraining order or decree is final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and this Agreement shall terminate Related Rights and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofrelated Contracts.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated prior to the Effective Time (whether before or after adoption of this Agreement by the Company’s stockholders and whether before or after approval of the transactions contemplated herein may be abandoned:issuance of Parent Common Stock in the Merger by Parent’s stockholders, unless otherwise specified below): (ia) by mutual written consent duly authorized by the boards of directors of Parent and the parties hereto.Company; (iib) by any party by notice to either Parent or the other party Company if the Initial Closing Merger 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 StockholdersAugust 15, 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) 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-appealable2007; provided, however, that the party seeking right to terminate this Agreement pursuant to under this clause (iiiSection 9.1(b) shall have used its reasonable best efforts not be available to have such injunction, order any party whose action or decree vacated or denied. (b) The respective obligations failure to act has been a principal cause of the parties hereto pursuant failure of the Merger to Section 6.5 occur on or before such date and this Article 10 shall survive any termination such action or failure to act constitutes a breach of this Agreement.; (c) In by either Parent or the event 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 party wishes to terminate this Agreement pursuant to Section 10.2(a)(iiParent or the Company if (i) or 10.2(a)(iii) hereof, written notice thereof the Company Stockholders’ Meeting (stating the reasons for such terminationincluding any adjournments and postponements thereof) shall promptly be given have been held and completed and the Company’s stockholders shall have taken a final vote on a proposal to the other party hereto adopt this Agreement, and (ii) this Agreement shall terminate not have been adopted at the Company Stockholders’ Meeting (and shall not have been adopted at any adjournment or postponement thereof) by the transactions contemplated hereby shall be abandoned without further action by any of the parties heretoRequired Company Stockholder Approval; provided, however, that nothing herein the right to terminate this Agreement under this Section 9.1(d) shall relieve not be available to the 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 material breach by the Company of this Agreement; (e) by either Parent or the Company if the Parent Stockholders’ Meeting (including any party from liability for adjournments and postponements thereof) shall have been held and completed and Parent’s stockholders shall have taken a 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 breach hereof.adjournment or postponement thereof) by the Required Parent Stockholder Approval;

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandonedTransaction abandoned at any time prior to the Closing Date, provided however that upon any such termination the obligations of the Parties under the Non-Disclosure Agreement dated January 31, 2003, shall continue in full force and effect in accordance with the terms of the Letter of Intent and Non-Disclosure Agreement, as if set forth in full in this Agreement: (ia) by mutual written consent of Parent and ATS; (b) by Parent if there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the parties hereto.part of ATS or any Stockholder and such breach has not been cured within ten business days after written notice to ATS (provided, that neither Parent nor Federal is in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied; (c) by Parent, if ATS, its board of directors or any Stockholder shall have (i) withdrawn, modified or amended in any material respect the approval of this Agreement or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval), and in that event ATS shall pay to Parent the amount specified in Section 6.1.2, provided that neither Parent nor Federal is in material breach of the terms of this Agreement; (d) by ATS, if there has been a breach of any party by representation, warranty, covenant or agreement contained in this Agreement on the part of Parent or Federal and such breach has not been cured within ten business days after written notice to Parent (provided, that ATS is not in material breach of the other party if terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the Initial Closing conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied, and in that event Parent shall not have been consummated within sixty (60) days after pay to ATS the date hereof; amount specified in Section 6.1.3, provided that if the Initial Closing shall not occur before such date due to the neither ATS nor any Stockholder is in material breach of the terms of this Agreement Agreement; (e) by Company or StockholdersATS, on the one handif ATS accepts an Acquisition Proposal for any reason, or Buyer, on the other hand, then that party may not terminate this Agreement including pursuant to this paragraph clause (ii). (iii) a good-faith determination by Buyerits board of directors, on after consulting with counsel, that not to accept 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 Acquisition Proposal would constitute a breach of the Purchase and such injunction, restraining order or decree is final and non-appealabledirectors’ fiduciary duty under the law of the Commonwealth of Virginia; provided, however, that in that event ATS shall, providing that neither Parent nor Federal is in material breach of the terms of this Agreement, pay to Parent the amount pursuant to Section 6.1.2; (f) by ATS, if Parent (i) notifies ATS pursuant to Section 6.8.2 that Parent and Federal are no longer interested in purchasing all of the Shares upon the terms and conditions set forth in this Agreement or (ii) fails to confirm in writing pursuant to Section 6.8.2 that Parent then has no reason to conclude that the condition to Closing set forth in Section 7.2.6 will not be fulfilled at or prior to the Closing; (g) by any party seeking hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the stock or assets of ATS, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of ATS or Parent or Federal as a result of the Transaction; or (h) by any party hereto if the Transaction shall not have been consummated by March 31, 2003 , provided that the right to terminate this Agreement pursuant to under this clause (iiiSection 9.1(h) shall have used its reasonable best efforts not be available to have such injunctionany party whose failure to fulfill any material obligation under this Agreement has been the cause of, order or decree vacated or denied. (b) The respective obligations resulted in, the failure of the parties hereto pursuant Closing Date to Section 6.5 and this Article 10 shall survive any termination of this Agreementoccur on or before such date. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and by written notice on or before the transactions contemplated herein may be abandoned: (i) Closing Date: by the mutual consent of the parties hereto. ; or by Buyer, if the conditions set forth in Article 6 are not satisfied (iior 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 Agreement as provided in Section 8.1 hereof, this Agreement shall forthwith become void and there shall be 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 any confidentiality or non-disclosure agreements between Buyer and Seller or its Affiliates shall survive in accordance with their terms. RETURN OF DOCUMENTS. In the event that the sale of the Purchased Assets is not consummated for any reason whatsoever, or if this Agreement is terminated for any reason whatsoever, each party by notice will return to the other party if on a timely basis all documents, agreements, instruments or other written information concerning the Initial Closing shall not have been consummated within sixty (60) days after the date hereof; provided other party that if the Initial Closing shall not occur before was obtained from such date due other party, or to the breach of this Agreement extent permitted by Company or Stockholders, on law will destroy the one hand, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) 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 same and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given provide to the other party hereto 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 Agreement Article 9 and when used elsewhere in this Agreement, "Losses" shall terminate mean and include any and all liability, loss, damage, claim, expense, cost, fine, fee, penalty, obligation or injury including those resulting from any and all actions, suits, proceedings, demands, assessments or judgments, together with reasonable costs and expenses including the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofattorneys' fees and other legal costs and expenses relating thereto.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto. (ii) by any party by notice prior to the other party if the Initial Closing shall not have been consummated within sixty (60) days whether before or after the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach 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 Agreement or in any other agreement or instrument delivered to the Company in connection with the transactions contemplated by this 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 Stockholdersany 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 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, on the one handdecree or ruling, or Buyershall have taken any other action, on having the other handeffect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Body that would make consummation of the Merger illegal; (e) by Parent if: (i) any of the representations and warranties of the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or 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; or (ii) any 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 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 (the “Company Cure Period”), then Parent may not terminate this Agreement under this 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 (it being understood that party Parent may not terminate this Agreement pursuant to this paragraph clause Section 8.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); (f) by the Company if: (i) any of Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied; or (ii). (iii) by Buyer, on if any of Parent’s covenants contained in this Agreement shall have been breached such that 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-appealablecondition 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 party seeking 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 clause (iiiSection 8.1(f) shall have used its reasonable best efforts with respect to have such injunction, order inaccuracy or decree vacated breach if such inaccuracy or denied.breach is cured prior to the expiration of the Parent Cure Period); or (bg) The respective obligations of by Parent if the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination Required Merger Stockholder Vote is not obtained within twenty four (24) hours after the execution of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice By notice given prior to other remedies which may be available or at the Closing, subject to the parties by law or this AgreementSection 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 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 opinion of the terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated herein may 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 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 abandoned: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) by mutual any consent of any Governmental Body required for consummation of the parties hereto. 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) the consummation of such transactions shall have been permanently and restrained, enjoined or otherwise prohibited by any party force of law; or (e) by notice to either Representative Party in the other party if event that the Initial Closing shall not have been consummated within sixty (60) days after the date hereof; provided that by March 15, 2007, if the Initial Closing shall not occur failure to consummate the transactions contemplated hereby on or before such date due to the is not caused by any breach of this Agreement by Company or Stockholders, on the one hand, or Buyer, on the other hand, then that party may not Representative Party electing to terminate this Agreement pursuant to this paragraph clause (ii). (iii) 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii9.1(e) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for an Affiliate of such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofRepresentative Party.

Termination Events. Prior to Closing, this Agreement: (a) Without prejudice to other remedies which may be available shall automatically terminate upon the termination of the Purchase Agreement pursuant to the parties by law or this Agreement, this Agreement terms therein; (b) may be terminated by the Purchaser if any of Hardy's representations and the transactions contemplated herein may warranties contained in this Agreement shall be abandoned: (i) by mutual consent or shall have become materially inaccurate, or if any of the parties hereto. (ii) by any party by notice to the other party if the Initial Closing Hardy's covenants contained in this Agreement 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) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree of breached in 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-appealablematerial respect; provided, however, that if any inaccuracy in Hardy's representations and warranties or a breach of a covenant by Hardy, is curable by Hardy and Hardy is continuing to exercise all reasonable efforts to cure such inaccuracy or breach during the party seeking 30-day period commencing upon delivery by the Purchaser of a written notice to Hardy, describing such inaccuracy or breach, then the Purchaser may not terminate this Agreement pursuant to under this clause Section 8.1(b) on account of such inaccuracy or breach until the end of such cure period (iii) shall have used its reasonable best efforts to have if such injunction, order inaccuracy or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.breach then remains uncured); (c) In may be terminated by Hardy if any of the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto Purchaser's representations and warranties contained in this Agreement shall terminate and the transactions contemplated hereby be or shall be abandoned without further action by have become materially inaccurate, or if any of the parties heretoPurchaser's covenants contained in this Agreement shall have been breached in any material respect; provided, however, that nothing herein if any inaccuracy in the Purchaser's representations and warranties 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 during the 30-day period commencing upon delivery by Hardy of a written notice to the Purchaser describing such inaccuracy or breach, then Hardy may not terminate this Agreement under this Section 8.1(b) on account of such inaccuracy or breach until the end of such cure period (if such inaccuracy or breach then remains uncured); (d) may be terminated by Purchaser if the Closing has not taken place on or before January 31, 2000 (other than as a result of any failure on the part of the Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this Agreement or in any other agreement or instrument delivered to Hardy or the Sellers); (e) may be terminated by Hardy if the Closing has not taken place on or before January 31, 2000 (other than as a result of the failure on the part of the Sellers to comply with or perform any covenant or obligation of the Sellers set forth in this Agreement or in any other agreement or instrument delivered to Purchaser); (f) may be terminated by either Purchaser or Hardy if a court of competent jurisdiction or other Governmental Body shall relieve have issued a final and nonappealable order, decree or ruling, or shall have taken any party from liability for any breach hereofother action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction; or (g) may be terminated by the mutual written consent of Purchaser and Hardy.

Termination Events. (a) Without prejudice 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 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 other remedies which may be available to the parties by law or this Agreementhave occurred, this Agreement may shall be terminated deemed to continue in full force and effect, and the transactions contemplated herein may be abandoned: (i) by mutual consent rights and obligations of the parties hereto. (ii) by Parties hereto shall be restored, subject to any party 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 modification set forth in 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) 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-appealablewaiver; provided, however, that the party seeking concurrence of the Company and TIL, but not of any of the Requisite Consenting Lenders, shall be required with respect to terminate the waiver of any automatic termination to the extent that such automatic termination occurs pursuant to paragraphs (vi), (vii), or (viii) 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 clause 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 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 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; (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 used its 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 best efforts 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 have 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 injunctionpurpose; (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), order other than as a result of the Company’s entry into this Agreement or decree vacated the taking of any actions required or deniedcontemplated 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) The respective obligations of Xxxxxx, Xxxxxx & Co., Q5-R5 Trading, Ltd. and R2 Top Hat, Ltd. shall have the parties hereto pursuant right to Section 6.5 and withdraw their consent to this Article 10 shall survive any termination Agreement if TIL is in material breach of this AgreementAgreement and such breach is not being contested by the Company. (c) In the event either party wishes to terminate Upon a termination of this Agreement pursuant in accordance with this Section 8, no Party hereto shall have any continuing liability or obligation to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating any other Party hereunder and the reasons for such termination) shall promptly be given to the other party hereto and provisions of this Agreement shall terminate have no further force or effect, except for the provisions in Sections 10 and the transactions contemplated hereby 11 and 13 through 25, each of which shall be abandoned without further action by any survive termination of the parties heretothis Agreement; provided, however, provided that nothing herein no such termination shall relieve any party Party from liability for any its breach hereofor 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. (a) Without prejudice to other remedies which may be available to the parties Parties by law Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein hereby may be abandonedabandoned at any time prior to the Closing: (ia) by mutual written consent of the parties hereto.Parent, Seller, and Buyer; (iib) by any party 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 Stockholderseither Parent and Seller, on the one hand, or Buyer, on the other hand, then by giving written notice to the other Parties if the Closing shall not have occurred by the Termination Date, as extended; provided that party may not the right to terminate this Agreement pursuant to under this paragraph clause (ii).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; (iiic) by Buyereither Parent and Seller, on the one hand, or Company or StockholdersBuyer, on the other hand, by giving written notice to the other Parties if an injunction, restraining order or decree of any nature of any Governmental Authority of competent jurisdiction is shall have issued that prohibits an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the Purchase transactions contemplated by this Agreement, and such injunctionorder, restraining order decree, ruling or decree is other Action shall not be subject to appeal or shall have become final and non-appealable; providedunappealable; (d) by Buyer (provided that Buyer is not then in material breach of any representation or warranty, howeveror material covenant contained herein), that the party seeking to terminate this Agreement pursuant to this clause (iii) if there shall have used been a material breach of any of the representations or warranties, or material covenants of Parent or Seller set forth in this Agreement, which breach would constitute, either individually or in the aggregate, if occurring on the Closing Date, the failure of the conditions set forth in Sections 7.3(a) or 7.3(b) (a “Seller Terminating Breach”); provided that if, (x) within ten (10) Business Days following receipt by Seller of written notice from Buyer specifying the nature of the Seller Terminating Breach in reasonable detail (the “Seller Breach Notice”), Seller delivers to Buyer a notice outlining the manner in which, and the time within which, such Seller Terminating Breach shall be, or is reasonably likely to be, cured such that a Seller Terminating Breach shall no longer be continuing (a “Seller Cure Plan”), and (y) within 30 days following receipt by Seller of the Seller Breach Notice, Parent or Seller commences implementation of the actions described in such Seller Cure Plan and continues to exercise its reasonable best efforts to have cure such injunctionSeller Terminating Breach such that a Seller Terminating Breach shall no longer be continuing, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to Buyer may not terminate this Agreement under this Section 10.1(d) until the Termination Date; provided further that Buyer’s right to terminate pursuant to this Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination10.1(d) shall promptly be given lapse if and when such Seller Terminating Breach is cured such that the Seller Terminating Breach is no longer continuing and Parent and Seller are otherwise no longer in breach, which breach would give rise to the other party hereto a right of termination under this Section 10.1(d); or (e) by Parent and this Agreement Seller (provided that Parent and Seller are not then in material breach of any representation or warranty, or material covenant contained herein), if there shall terminate and the transactions contemplated hereby shall be abandoned without further action by have been a material breach of any of the parties heretorepresentations or warranties, or material covenants of Buyer set forth in this Agreement, which breach would constitute, either individually or in the aggregate, if occurring on the Closing Date, the failure of the conditions set forth in Sections 7.2(a) or 7.2(b) (a “Buyer Terminating Breach”); providedprovided that if, however(x) within ten (10) Business Days following receipt by Buyer of written notice from Seller specifying the nature of the Buyer Terminating Breach in reasonable detail (the “Buyer Breach Notice”), Buyer delivers to Seller a notice outlining the manner in which, and the time within which, such Buyer Terminating Breach shall be, or is reasonably likely to be, cured such that nothing herein a Buyer Terminating Breach shall relieve any party from liability for any no longer be continuing (a “Buyer Cure Plan”), and (y) within 30 days following receipt by Buyer of the Buyer Breach Notice, Buyer commences implementation of the actions described in such Buyer Cure Plan and continues to exercise its reasonable best efforts to cure such Buyer Terminating Breach such that a Buyer Terminating Breach shall no longer be continuing, Parent and Seller may not terminate this Agreement under this Section 10.1(e) until the Termination Date; provided further that Parent’s and Seller’s right to terminate pursuant to this Section 10.1(e) shall lapse if and when such Buyer Terminating Breach is cured such that the Buyer Terminating Breach is no longer continuing and Buyer is otherwise no longer in breach, which breach hereofwould give rise to a right of termination under this Section 10.1(e).

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and at any time prior to the transactions contemplated herein may be abandonedClosing Date: (ia) by mutual written consent of Network CN and the parties hereto.Selling Shareholder (pursuant to a written instrument signed by Network CN and the Selling Shareholder); (iib) by either Network CN or the Selling Shareholder if any party Order 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) 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 Body of competent jurisdiction is issued that prohibits the preventing or prohibiting consummation of the Purchase and such injunction, restraining order or decree is Transactions shall have become final and non-appealablenonappealable; provided, however, that (A) the party Party or Parties seeking to terminate this Agreement pursuant to this clause (iiiSection 7.1(b) shall must have used its all reasonable best efforts to have remove any such injunction, order or decree vacated or denied. Order prior to the Termination Date and (bB) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to no Party may terminate this Agreement pursuant to this Section 10.2(a)(ii7.1(b) if its breach of its obligations under this Agreement proximately contributed to the occurrence of such Order; (c) by Network CN if: (i) the Selling Shareholder or 10.2(a)(iiithe Operating Companies shall have breached any representation, warranty or covenant contained herein and (A) hereof, such breach shall not have been cured within thirty (30) days after receipt by the Selling Shareholder of written notice thereof of such breach (stating the reasons for provided, however, that no such termination) shall promptly be given to the other party hereto and this Agreement shall terminate and the transactions contemplated hereby cure period shall be abandoned without further action available or applicable to any such breach which by any of the parties heretoits nature cannot be cured); provided, however, that nothing the termination right under this Section 7.1(c)(i) shall not be available to Network CN if Network NC is at that time in material breach of this Agreement); (d) by Selling Shareholder (pursuant to a written instrument signed by Selling Shareholder) if Network CN shall have breached any representation, warranty or covenant contained herein and (A) such breach shall relieve not have been cured within thirty (30) days after receipt by Network CN of written notice of such breach (provided, however, that no such cure period shall be available or applicable to any party from liability for any such breach hereof.which by its nature cannot be cured); provided, however, that the termination right under this Section 7.1(d) shall not be available to the Selling Shareholder if Selling Shareholder is at that time in material breach of this Agreement);

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and at any time prior to Closing upon prior written notice by the transactions contemplated herein may be abandonedparty electing to terminate this Agreement to the other party: (ia) by mutual consent agreement of the parties hereto.Columbia and Purchaser (expressed in writing); (iib) by either Columbia or Purchaser if any party 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) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an permanent injunction, restraining order Court Order or other order, decree or ruling of any nature of any court or other Governmental Authority of competent jurisdiction is issued that prohibits permanently restraining, enjoining or otherwise preventing the consummation of the Purchase transactions contemplated hereby shall have been issued and such injunction, restraining order or decree is become final and non-appealable; (c) by either Columbia or Purchaser if the Closing shall not have occurred by June 30, 1998; provided, however, that the party seeking right to terminate this Agreement pursuant to under this clause (iiiSection 10.1(c) shall have used not be available to any party whose breach of its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 representations and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate warranties in this Agreement pursuant or whose failure to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto perform any of its covenants and agreements under this Agreement shall terminate and have been a contributing cause of, or resulted in, the transactions contemplated hereby shall be abandoned without further action by any failure of the parties heretoClosing to occur on or before such date; (d) by Columbia upon a breach in any material respect of any covenant or agreement on the part of the Purchaser set forth in this Agreement, or if any representation or warranty of the Purchaser shall have been breached or shall have become untrue, in any such case that the conditions set forth in Sections 8.1 and 8.2 would be incapable of being satisfied by June 30, 1998 (or any later date as such date may be otherwise extended by mutual agreement of the parties); providedor (e) by Purchaser upon a breach in any material respect of any covenant or agreement on the part of any Seller set forth in this Agreement, howeveror if any representation or warranty of any Seller shall have been breached or shall have become untrue in any such case such that the conditions set forth in Sections 7.1 and 7.2 would be incapable of being satisfied by June 30, that nothing herein shall relieve 1998 (or any party from liability for any breach hereoflater date as such date may be otherwise extended by mutual agreement of the parties).

Termination Events. This Agreement shall terminate upon the Closing and may be terminated prior to the Closing: (a) Without prejudice to other remedies which may be available to at any time, by mutual written agreement of the parties by law or this Agreement, this Agreement may be terminated Company and the transactions contemplated herein may be abandoned:Buyer; (ib) at any time, by mutual consent of either the parties hereto. (ii) Company or the Buyer by any party by written 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 handa Law enacted, or Buyerorder issued, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). (iii) 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 a Governmental Authority Entity of competent jurisdiction is issued that prohibits which would make the Buyer’s purchase of the Purchased Shares illegal or would otherwise prohibit such purchase or would make illegal or would otherwise prohibit the consummation of the Purchase transactions contemplated hereby shall be in effect and such injunction, restraining order or decree is have become final and non-appealable; (c) by written notice to the Company from the Buyer if there is a material breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, such that the conditions specified in Section 6.1or Section 6.2 would not be satisfied at the Closing, except that, if such material breach is curable by the Company on or prior to the End Date, then, as long as the Company continues to use reasonable best efforts to cure such material breach, such termination shall not be effective, and such termination shall become effective only if such breach is not cured on or prior to the End Date; provided, however, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to the Buyer if the Buyer is then in material breach of this Agreement; (d) by written notice to the Buyer from the Company if there is a material breach of any representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement, such that the conditions specified in Section 6.1 or Section 6.3 would not be satisfied at the Closing, except that, if such material breach is curable by the Buyer on or prior to the End Date, then, as long as the Buyer continues to use its reasonable best efforts to cure such material breach, such termination shall not be effective, and such termination shall become effective only if such breach is not cured on or prior to the End Date; provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to the Company if the Company is then in material breach of this Agreement; or (e) by either the Company or the Buyer, by written notice to the other party, if the conditions to Closing set forth in Article 6 have not been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing) on or before October 31, 2016 (the Page 41 End Date ) and the party seeking to terminate this Agreement pursuant to this clause (iiiSection 8.1(e) shall not have used breached its reasonable best efforts obligations in any manner that shall have been the primary cause of or resulted in the failure to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and this Agreement shall terminate and consummate the transactions contemplated hereby shall be abandoned without further action by any of this Agreement on or before the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofEnd Date.

Termination Events. The Agreement may, by notice given prior to or at the Closing, be terminated as follows: (a) Without prejudice to Upon the mutual written consent of Group and Group Subsidiary on the one hand and the ProMed Parties on the other remedies which may be available to the parties by law or this Agreementhand, this Agreement may be terminated on such terms and the transactions contemplated herein may be abandoned:conditions as agreed; or (ib) by mutual consent By written notice of the parties hereto. (ii) by any party 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, Group and Group Subsidiary on the one hand, or Buyer, hand to the ProMed Parties on the other hand, then that party may 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 terminate this Agreement pursuant be cured prior to this paragraph clause (ii).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 (iiic) by Buyer, By written notice of the ProMed Parties on the one hand, or Company or Stockholders, hand to Group and Group Subsidiary on the other hand, hand if an injunction, restraining order Group or decree 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 nature 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 Governmental Authority court of competent jurisdiction shall have issued any order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the contemplated transactions; or (e) 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, legislative body or governmental or regulatory authority has taken, or is issued reasonably expected to take, any action that prohibits would make the consummation of the Purchase and such injunction, restraining order transactions contemplated hereby inadvisable or decree is final and non-appealableundesirable as determined by Group or the ProMed Parties in its sole discretion; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.or (bf) The respective obligations By written notice of Group and Group Subsidiary to the ProMed Parties if it shall become apparent in the judgment of Group and Group Subsidiary reasonably exercised that any 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 the parties ProMed Parties to Group and Group Subsidiary if it shall become apparent in the judgment of the ProMed Parties reasonably exercised that any 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 pursuant to Section 6.5 and this Article 10 shall survive any may effect a termination hereof at such time such party is in material default or breach of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may This Agreement shall terminate and be available to of no further force or effect, upon the parties by law or this Agreement, this Agreement may be terminated and occurrence of any of the transactions contemplated herein may be abandonedfollowing: (i) by mutual Any regulatory authority whose consent or approval is necessary for consummation of the transactions contemplated hereby shall have issued a final order denying or refusing to grant any such approval or consent or shall have granted such approval but shall have imposed conditions that are or would become applicable to either Seller or Buyer that either Seller or Buyer reasonably and in good faith deems to be materially burdensome to it; or (xx) xxtual agreement of the parties hereto.evidenced in writing; or (iiiii) immediately upon the expiration of thirty (30) days from the date that either party hereto has given notice to the other party hereto of such other party's material breach or misrepresentation of any condition, warranty, representation or covenant herein; provided, however, that no such termination shall take effect if within said thirty (30) day period the party so notified shall have corrected in all material respects the grounds for termination as specified in the aforementioned notice; or (iv) written notice by any party by notice Buyer or Seller to the other party if the Initial Closing shall not have been consummated taken place by December 31, 2002, other than by reason of a matter within sixty (60) days after the date hereof; control of the person asserting such termination provided that if the Initial Closing shall not occur before if, as of such date due to the breach of this Agreement by Company or Stockholdersdate, 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) 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 all regulatory approvals necessary for the consummation of the Purchase and such injunctiontransactions contemplated hereunder have been received but the Closing cannot take place because any applicable waiting period has not expired, restraining order or decree is final and non-appealable; provided, however, the parties agree that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its be extended for such period as shall be required for the expiration of such waiting period and, within a reasonable best efforts to have such injunctiontime thereafter, order or decree vacated or denied.the Closing; or (bv) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be by Buyer or Seller given to the other party hereto and this Agreement shall terminate and after entry of a final, restraining order or injunction prohibiting the transactions contemplated hereby shall be abandoned without further action by any assumption of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofAccounts.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandoned: Closing (iwhether before or after adoption of this Agreement by the Required Company Stockholder Vote): (a) by mutual written consent of Parent and the parties hereto. Company; (iib) by any party by notice to either Parent or the other party Company if the Initial Closing Merger I shall not have been consummated within sixty by February 28, 2003 (60the “Termination Date”) days after (unless the date hereof; provided that if the Initial Closing shall not occur before such date due failure to the breach of this Agreement consummate Merger I is primarily caused by Company or Stockholders, a failure 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) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree part 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 Agreement pursuant to this clause perform any material obligation required to be performed by such party at or prior to the Effective Time of Merger I); (iiic) 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 used its reasonable best efforts 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 such injunctionbeen 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, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 however, that a party shall survive any termination of this Agreement. (c) In the event either party wishes not be permitted to terminate this Agreement pursuant to this Section 10.2(a)(ii9.1(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 Agreement required to be performed by such party at or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given prior to the other party hereto Effective Time of Merger I; (e) by Parent (at any time prior to the adoption of this Agreement by the Required Company Stockholder Vote) if a Triggering Event shall have occurred; (f) by Parent if (i) any of the Company’s representations and warranties contained in this Agreement shall terminate be inaccurate as of the date of this Agreement, or 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 transactions contemplated hereby shall condition set forth in Section 7.1 would not be abandoned without further action by satisfied or (ii) any of the parties heretoCompany’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 nothing herein if such inaccuracy in the Company’s representations and warranties or a breach of a covenant by the Company is 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 Section 9.1(f) on account of such inaccuracy or breach until the earlier of (A) the expiration of a fourteen (14) day period commencing upon delivery of written notice from Parent to the Company of such breach or inaccuracy and (B) the Company ceasing to exercise commercially reasonable efforts to cure such breach (it being understood that this Agreement shall relieve any party from liability for any not terminate pursuant to this Section 9.1(f) as a result of such particular breach hereof.or inaccuracy if such breach by the Company is cured prior to such termination becoming effective); or

Termination Events. (a) Without prejudice to other remedies which For purposes of this Article X, T-Mobile and Purchaser will be treated as a single Party and Cingular and SBCW will be treated as a single Party. This Agreement may be available terminated by any Party ("TERMINATING PARTY") hereto at any time prior to Closing, upon written notice to the parties by law other Party hereto ("OTHER PARTY"), upon the occurrence of any of the following events: (i) the Bankruptcy of T-Mobile or this Agreementany entity that, directly or indirectly Controls T-Mobile or Purchaser (in which case this Agreement may be terminated and by Cingular or SBCW) or the transactions contemplated herein Bankruptcy of Cingular or any entity that directly or indirectly Controls Cingular or SBCW (in which case this Agreement may be abandoned: (i) terminated by mutual consent of the parties hereto.T-Mobile or Purchaser); (ii) by the Other Party shall materially breach any party by notice to the other party if the Initial Closing of its representations, warranties or covenants contained in this Agreement and (i) such breach shall not have been consummated be capable of being remedied within sixty (60) days after the date hereof; provided occurrence of such breach or (ii) a written notice specifying the nature of such breach and requesting that if it be remedied is given by the Initial Closing Terminating Party to the Other Party and such breach shall not occur before have been remedied within sixty (60) days after the occurrence of such date due breach, except that T-Mobile shall have no right of termination with regard to the such breach of this Agreement Cingular's or SBCW's representations, warranties and covenants where such breach(es) can be cured or satisfied by Company a claim for damages or Stockholdersother action to be reasonably taken by SBCW or Cingular following the Closing, on the one hand, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii).Section 7.2 or 7.6 hereof; (iii) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree of any nature consent of any Governmental Authority of competent jurisdiction is issued that prohibits the Body required for 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further have been denied by final action of such Governmental Body that is either nonappealable or which has not been appealed within the time limit for appeal; CINGULAR WIRELESS LLC EXHIBITS - Interest Purchase Agreement by and among T-Mobile USA, Inc., Omnipoint Communications, Inc., Cingular Wireless LLC and SBC Wireless LLC dated as of May 24, 2004. EXHIBIT 10.66 (iv) any Law or Order permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or any of the parties heretoAncillary Agreements shall have become final and nonappealable; provided, however, that nothing herein shall relieve any party from liability for any breach hereofor (v) the termination of the AWE Merger Agreement.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by the mutual written consent of the parties hereto.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 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 Contemplated Transactions by any party Governmental Body that would make consummation of such transactions illegal; (d) by notice the Purchaser if: (i) any of the representations and warranties of any of the Selling Shareholders contained in this Agreement shall be inaccurate as at the date of this Agreement, or shall have become inaccurate as at a date subsequent to the other party if date of this Agreement, such that any of the Initial Closing conditions set forth in Section 7.1 would not be satisfied; or (ii) any of the covenants of any of the Selling Shareholders contained in this Agreement shall not have been consummated breached such that 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 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 sixty (60) 30 days after the date hereof; provided that if Purchaser notifies the Initial Closing shall Selling Shareholder in writing of the existence of such inaccuracy or breach (the “Selling Shareholders Cure Period”), then the Purchaser may not occur before terminate this Agreement under this Section 9.1(d) as a result of such date due 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 of this Agreement by Company or Stockholders, on (it being understood that the one hand, or Buyer, on the other hand, then that party Purchaser may not terminate this Agreement pursuant to this paragraph clause 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); or (e) by the Selling Shareholders if: (i) any of the Purchaser’s representations and warranties contained in this Agreement shall be inaccurate as at the date of this Agreement, or shall have become inaccurate as at a date subsequent to the date of this Agreement, such that the condition set forth in Section 8.1 would not be satisfied; or (ii). (iii) 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 Purchaser’s covenants contained in this Agreement shall have been breached such injunction, restraining order or decree is final and non-appealablethat the condition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in any of the party seeking 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 clause (iiiSection 9.1(e) shall have used its reasonable best efforts with respect to have such injunction, order inaccuracy or decree vacated breach if such inaccuracy or denied. (b) The respective obligations breach is cured prior to the expiration of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this AgreementPurchaser Cure Period). (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. The Agreement may, by notice given prior to or at the Closing, be terminated as follows: (a) Without prejudice to other remedies which may be available to Upon the parties by law or this Agreementmutual written consent of the Prospect Parties and the Northwest Parties, this Agreement may be terminated on such terms and the transactions contemplated herein may be abandoned:conditions as agreed; or (ib) by mutual consent By written notice of the parties hereto.Prospect Parties to the 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 cured within 30 days of the date of notice of breach or default served by the Prospect Parties; or (iic) by any party by By written notice of the Northwest Parties to the other party Prospect Parties, if any Prospect Party breaches in any material respect any of its representations or warranties or defaults in any material respect in the Initial Closing observance or in the due and timely performance of any of its covenants or agreements herein contained and such breach or default shall not have been consummated be cured within sixty (60) 30 days after of the date hereofof notice of breach or default served by the Northwest Parties; provided that if or (d) By written notice of the Initial Closing shall not occur before such date due Prospect Parties to the breach of this Agreement by Company or Stockholders, on the one handNorthwest Parties, or Buyer, on by the other hand, then that party may not terminate this Agreement pursuant Northwest Parties to this paragraph clause (ii). (iii) by Buyer, on the one hand, or Company or Stockholders, on the other hand, Prospect Parties if an injunction, restraining order or decree of any nature of any Governmental Authority court of competent jurisdiction shall have issued any order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the contemplated transactions; or (e) By written notice of the Prospect Parties to the Northwest Parties if any court, legislative body or governmental or regulatory authority has taken, or is issued reasonably expected to take, any action that prohibits would make the consummation of the Purchase and such injunction, restraining order transactions contemplated hereby inadvisable or decree is final and non-appealableundesirable as determined by the Prospect Parties in their sole discretion; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.or (bf) The respective obligations By written notice of the parties 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 (following prior notification of such judgment by the 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 such condition will in fact be satisfied prior to the Closing Date). Notwithstanding the foregoing, no party hereto pursuant to Section 6.5 and this Article 10 shall survive any may effect a termination hereof at such time such party is in material default or breach of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the ------------------ transactions contemplated herein hereby may be abandoned: (a) at any time by the mutual agreement of Insight and AT&T; (b) by either Insight or AT&T at any time (if such party itself is not then in material breach of any of its covenants, agreements or other obligations contained in this Agreement), if the other is in material breach or default of any of its covenants, agreements or other obligations herein, or if any of its representations herein if specifically qualified by materiality, is not true in all respects or, if qualified by materiality, is not true in all material respects when made or when otherwise required by this Agreement to be true, if the non-breaching party provides the breaching party with prompt written notice that provides a reasonably detailed explanation of the facts and circumstances surrounding such breach or default; provided that such party shall have no right to terminate if (i) by mutual consent the breaching Party cures such breach or default within 30 days after its receipt of the parties hereto. such written notice, unless such breach or default cannot be cured within such 30-day period; or (ii) the breach or default is capable of being cured prior to the one year anniversary of the -44- date of this Agreement (the "Outside Closing Date") and the breaching party commences to cure such breach or default within such 30-day period and diligently continues to take all action reasonably necessary to cure such breach or default prior to the Outside Closing Date and such breach or default is cured prior to the Outside Closing Date; or (c) by any party by either Insight or AT&T upon written notice to the other given not earlier than the Outside Closing Date, if any of the conditions to its obligations set forth in Sections 8.1 and 8.2, respectively, are not satisfied on or before the Outside Closing Date for any reason other than a material breach or default by the terminating party of its respective covenants, agreements or other obligations under this Agreement, or if any of its representations herein, if specifically qualified by materiality, is not true in all respects or, if qualified by materiality, is not true in all material respects when made or when otherwise required by this Agreement to be true; (d) by either Insight or AT&T if the Initial Closing shall not have been consummated within sixty (60) days after the date hereofContribution Agreement is terminated prior to closing thereunder; 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).or (iiie) 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of as otherwise provided in this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice 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 other remedies which may be available to the parties by law or this Agreementhave occurred, this Agreement may shall be terminated deemed to continue in full force and effect, and the transactions contemplated herein may be abandoned: (i) by mutual consent rights and obligations of the parties hereto. (ii) by Parties hereto shall be restored, subject to any party 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 modification set forth in 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) 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-appealablewaiver; provided, however, that the party seeking waiver of the Company and the Shareholder Party, but not the Requisite Consenting Lenders, shall be required with respect to terminate this Agreement any automatic termination to the extent that such automatic termination occurs pursuant to this clause 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 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 operation 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 used 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 Agreement or any material portion hereof to be 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 modifications 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 reasonable best efforts 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 injunctionParty 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), order and 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 decree vacated 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 deniedthe 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) The respective obligations 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 parties hereto pursuant to Section 6.5 provisions of this Agreement shall have no further force or effect, except for the provisions in Sections 10-11 and this Article 10 13-25, each of which shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for ; provided that no such termination) 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 of the parties hereto; provided, however, that nothing herein termination shall relieve any party Party from liability for any its breach hereofor 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 reimburse the Initial Consenting Lenders for their out of pocket costs and expenses, including professional fees as set forth in the Term Sheet up to the date of termination of this Agreement, shall survive such termination.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and upon delivery of written notice of termination delivered in accordance with Section 17 hereof, in accordance with the transactions contemplated herein may be abandonedfollowing provisions: (i) by with the mutual written consent of the parties hereto.Requisite Holders (as defined in Section 5 hereof) and Xxxxxx X. Xxxxx at any time; (ii) upon the giving of written notice of termination by the Requisite Holders to Xxxxxx X. Xxxxx following any material breach by any party by notice to of the other party Xxxxx Parties of their representations or agreements contained herein, if the Initial Closing shall not have been consummated within sixty such breach has continued uncured for five (605) business days after written notice of such breach from the date hereof; provided that if the Initial Closing shall not occur before such date due Requisite Holders to the breach of this Agreement by Company or StockholdersKasowitz, on the one handBenson, or BuyerXxxxxx & Xxxxxxxx LLP (“Kasowitz”), on the other hand, then that party may not terminate this Agreement pursuant counsel to this paragraph clause (ii).Xxxxxx X. Xxxxx; (iii) by Buyer, on upon the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree giving 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof of termination by Xxxxxx X. Xxxxx to Stroock & Stroock & Xxxxx LLP, counsel for the Holders (stating the reasons for such termination) 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 “Stroock”), following any material breach by any of the parties hereto; providedHolders of their representations or agreements contained herein, howeverif such breach has continued uncured for five (5) business days after written notice of such breach from the Xxxxx Parties to Stroock; (iv) by 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, or (y) any of the Holders shall admit in writing that such Holder has materially breached any other agreement to which it was a party by its entry into this Agreement; (v) by the Requisite Holders if any court of competent jurisdiction shall declare, or any of the Xxxxx Parties shall admit in writing, that nothing herein any of the Xxxxx Parties have materially breached any other agreement to which it was a party by its entry into this Agreement; (vi) by either the Requisite Holders or Xxxxxx X. Xxxxx if any court of competent jurisdiction shall relieve declare this Agreement to be unenforceable; (vii) at any party time after April 30, 2010 by either the 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 the Holders to achieve such result; (viii) 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 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 liability 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 terminated 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 any breach hereofthe Debtors other than the Amended AHC Plan.

Termination Events. This Agreement may be unilaterally terminated without 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 of the 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) Without prejudice any regulatory or court order is issued under or pursuant to other remedies any applicable law of any jurisdiction in which may be available the Terminated Party conducts a substantial portion of its business, which operates to prevent the parties by law or this Agreement, Terminated Party from performing its obligations under this Agreement may be terminated 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 transactions contemplated herein may be abandoned: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 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 made by any securities regulatory authority, including the TSX, NASDAQ or any other competent authority in any jurisdiction where the Licensee's is a reporting issuer (or the equivalent thereof) provided that: (i) by mutual consent the delisting of the parties hereto. securities of the Licensee from the NASDAQ national or small capital markets shall not constitute a ground of termination under this Section 16.2 if the listing of such securities on another recognized exchange is maintained; (ii) such order is not made as a result of a take-over bid or another acquisition of a controlling interest in the Licensee's by any party by a Third Party; (iii) such order has been effective for a period in excess of 30 days and has not been stayed or otherwise rendered ineffective; and (iv) the Terminating Party has served a notice of termination to the other party 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 Initial Closing shall not have been consummated within sixty (60) days after Terminated Party is prevented from complying, either totally or in part, with any of the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach terms or provisions of this Agreement by Company reason of Force Majeure for a period longer than 180 days or Stockholdersthe Terminated Party has failed to meet its obligations under Article 15; (d) in the event that, on the one handperformance 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 authorize its participation in or commencement of any proceeding, or Buyerif any bona fide proceeding is commenced by a Third Party against or affecting the Terminated Party and such proceeding is not discharged within 30 days from the commencement thereof, on the other handseeking (i) to adjudicate it a bankrupt or insolvent, then that party may not terminate this Agreement pursuant to this paragraph clause (ii). ) liquidation, dissolution, winding-up, reorganization, arrangement, protection, relief or composition of it or any of its property or debt, (iii) by Buyera proposal with respect to it under any law relating to bankruptcy, on insolvency, liquidation, reorganization or compromise of debts or other similar laws (including, without limitation, the one handCompanies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Winding-Up and Restructuring Act (Canada) or Company or Stockholders, on the other hand, if an injunction, restraining order or decree any similar statute of any nature of jurisdiction, including any Governmental Authority of competent jurisdiction is issued that prohibits statute governing the consummation existence of the Purchase Terminated Party) or (iv) the appointment of a receiver, trustee, manager, liquidator, interim receiver or manager, agent, custodian or other official with similar powers or functions for it or for any substantial part of its properties and such injunctionassets (including without limitation, restraining order with respect to the Licensee, the Production Facility) and, with respect to the Licensor , the Cascade Process or decree the intellectual property related to the production of Resin); or (f) in any other circumstances not covered by subsections (a) to (e) of this Section 16.2, if, while the Terminating Party is final and non-appealable; providedin compliance in all material respects with its obligations under this Agreement, however, that the party seeking to terminate Terminated Party defaults in any material respect in the performance of its obligations under this Agreement pursuant and fails to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, cure that default within 30 days following written notice thereof (stating from the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereofTerminating Party.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties Parties by law Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned: (ia) by mutual consent of the parties hereto.Parties; (iib) after the Outer Date, by any party Party by notice to the other party 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 on or prior 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) 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-appealableOuter 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 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 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 to the Closing by notice to the other Party, if a final, non-appealable Order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement has been issued after the date hereof by any federal or state court in the United States having jurisdiction (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 clause (iiiSection 8.1(c) shall have used its reasonable best efforts complied with Section 5.3 hereunder to have prevent the entry of and to remove or avoid the imposition of such injunction, order or decree vacated or denied.Order; (bd) The respective obligations of by Seller prior to the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereofClosing, upon written notice thereof to Purchaser, if (stating the reasons for such terminationi) Purchaser 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 have materially breached any of the parties heretocovenants or agreements contained in this Agreement to be complied with by Purchaser unless, to the extent such breach is capable of being cured, Purchaser shall have cured such breach within fifteen (15) days of receiving notice from Seller of such breach or (ii) there exists a breach of any representation 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 incapable of being cured by the Outer Date; providedor (e) by Purchaser prior to the Closing, howeverupon 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 breach of any representation or warranty of Seller contained in this Agreement such that nothing herein shall relieve any party from liability for any the closing condition set forth in Section 6.3(a) would not be satisfied and such breach hereofis incapable of being cured by the Outer Date.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and prior to the transactions contemplated herein may be abandonedClosing: (ia) by the mutual consent of Parent and the parties hereto.Company; (b) by either Parent or the Company if the Closing has not taken place on or before the End Date (as defined below), other than as a result of any failure on the part of such terminating party to comply with or perform any covenant or obligation of such terminating party set forth in this Agreement; (c) by Parent if (i) any representation or warranty of the Company or any Key Stockholder contained in this Agreement shall be inaccurate or shall have been breached as of the date of this Agreement, or 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 7.1 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 as of any subsequent date, (A) all “Material Adverse Effect” and other materiality qualifications (other than those set forth in Sections 2.4(c), 2.8, 2.9(c)(iii), 2.10(a)(vii), 2.10(a)(xviii), 2.10(c), 2.10(d) and 2.25) and all “Knowledge” qualifications contained in such representations and warranties shall be disregarded, and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded), or (ii) by any party by notice to of the other party if covenants or obligations of the Initial Closing Company or any Key Stockholder contained in this Agreement 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) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree of breached in 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-appealablematerial respect; provided, however, that if an inaccuracy in or breach of any representation or warranty of the party seeking Company or any Key Stockholder as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company or any Key Stockholder is curable by the Company or such Key Stockholder 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 (the “Company Cure Period”), then Parent may not terminate this Agreement pursuant under this Section 9.1(c) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company or such Key Stockholder, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; (d) by the Company if (i) any representation or warranty of Parent contained in this clause (iii) Agreement shall be inaccurate or shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations been breached as of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination date of this Agreement. (c) In , or shall have become inaccurate or shall be breached as of a date subsequent to the event either party wishes to terminate date of this Agreement pursuant to (as if made on such subsequent date), such that the condition set forth in Section 10.2(a)(ii8.1 would not be satisfied, or (ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and if any of Parent’s covenants contained in this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by have been breached in any of the parties heretomaterial respect; provided, however, that nothing herein 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 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 9.1(d) 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; (e) by Parent if (i) there shall relieve have occurred any party from liability for Material Adverse Effect, or (ii) any breach hereofevent 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; (f) 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; (g) by Parent, if any condition contained in Section 7 shall become incapable of fulfillment; (h) by the Company, if any condition contained in Section 8 shall become incapable of fulfillment; or (i) by Parent if the Required Merger Stockholder Votes are not obtained within one day after the date of this Agreement. The “End Date” shall be June 30, 2005; provided, however, that (i) if, on June 30, 2005, each of the conditions set forth in Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the Closing) is satisfied or has been waived, other than either or both of the conditions set forth in Sections 7.6 and 7.12, then the End Date shall be automatically extended until August 31, 2005, and (ii) if the End Date shall have been extended until August 31, 2005 and if, on August 31, 2005, each of the conditions set forth in Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the Closing) is satisfied or has been waived, other than either or both of the conditions set forth in Sections 7.6 and 7.12, then the End Date shall be automatically further extended until October 31, 2005.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated at any time prior to the Closing Date as follows: (a) by mutual written agreement of the Purchaser and the Seller; (b) by the Seller (provided that the Seller is not then in material breach of any representation, warranty, covenant or other agreement contained herein for which the Purchaser shall have previously notified the Seller), if there has been a breach by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement, or any such representation and warranty shall have become untrue, in any such case that Section 6.2 will not be satisfied and such breach or condition has not been promptly cured within 30 days following receipt by the Purchaser of written notice of such breach; (c) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein for which the Seller shall have previously notified the Purchaser), if there has been a breach by the Seller of any of its representations, warranties, covenants or agreements contained in this Agreement, or any such representation and warranty shall have become untrue, in any such case that Section 6.3 will not be satisfied and such breach or condition has not been promptly cured within 30 days following receipt by the Seller of written notice of such breach; (d) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein) at or prior to the Due Diligence Expiration Date, if the Purchaser is not satisfied with its due diligence review of the Business; (e) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein) at any time prior to Closing, if a Material Adverse Effect event, condition or matter shall have occurred and be continuing at the time of any such termination; (f) by either the Seller or the Purchaser if any decree, injunction, judgment, order or other action by any court of competent jurisdiction, any arbitrator or any Governmental Entity preventing or prohibiting the consummation of the transactions contemplated herein may hereby or the performance of the other material obligations of the Seller or the Purchaser under this Agreement or the Ancillary Agreements shall have become final and nonappealable (so long as the party seeking termination is not in breach of Section 5.5 hereof); (g) by the Purchaser, if the Bankruptcy Court has not entered the Section 363/365 Order within the time frame specified in Section 6.1(a), unless the Bankruptcy Court has not entered the Section 363/365 Order within such time frame due to the failure of the Purchaser to perform or observe in all material respects the covenants and agreements of the Purchaser set forth herein; provided, however, that if the Bankruptcy Court has not entered the Section 363/365 Order within the time frame specified in Section 6.1(a), and the Purchaser does not exercise its right by written notice to terminate this Agreement pursuant to this Section 7.1(g) within one (1) Business Day of the failure of this condition, then the date specified in Section 6.1(a) shall be abandoned:extended for thirty (30) days. If the Purchaser does not exercise its right to terminate this Agreement by written notice pursuant to Section 7.1(g) within one (1) Business Day after such thirty (30) day extended period, the Purchaser shall be deemed to have irrevocably waived (x) its right to terminate this Agreement pursuant to this Section 7.1(g) and (y) the condition set forth in Section 6.1(a) of this Agreement; (h) subject to the Purchaser’s rights under Section 5.7 of this Agreement, by the Seller if its Board of Directors approves or recommends one or more Alternative Transactions in accordance with the Bidding Procedures set forth in Section 5.2 of this Agreement and the Bidding Procedures Order; (i) provided the terminating party is not in default of its obligations under this Agreement, by mutual consent of either the parties hereto. (ii) by any party by notice to Seller or the other party Purchaser if the Initial Closing shall not have been consummated within occurred on or prior to the date that is sixty (60) days after the date hereofof entry of the Section 363/365 Order on the docket of the Bankruptcy Court; (j) providing the Purchaser is not in default of its obligations under this Agreement, by the Purchaser pursuant to Section 5.11(a); or (k) provided that the terminating party is not in default of its obligations under this Agreement, by either the Seller or the Purchaser if the Initial Closing shall not occur before such date due have occurred on or prior to the breach of this Agreement by Company or StockholdersOctober 15, on the one hand, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii)2002. (iii) 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Termination Events. (a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this This Agreement may be terminated and the ------------------ transactions contemplated herein hereby may be abandoned: (a) at any time by the mutual agreement of Insight and AT&T Illinois; (b) by either Insight or AT&T Illinois at any time (if such party itself is not then in material breach of any of its covenants, agreements or other obligations contained in this Agreement), if the other is in material breach or default of any of its covenants, agreements or other obligations herein, or if any of its representations herein if specifically qualified by materiality, is not true in all respects or, if qualified by materiality, is not true in all material respects when made or when otherwise required by this Agreement to be true, if the non-breaching party provides the breaching party with prompt written notice that provides a reasonably detailed explanation of the facts and circumstances surrounding such breach or default; provided that such party shall have no right to terminate if (i) by mutual consent the breaching party cures such breach or default within 30 days after its receipt of the parties hereto. such written notice, unless such breach or default cannot be cured within such 30-day period; or (ii) the breach or default is capable of being cured prior to the one year anniversary of the date of this Agreement (the "Outside Closing Date") and the breaching party commences to cure such breach or default within such 30-day period and diligently continues to take all action reasonably necessary to cure such breach or default prior to the Outside Closing Date and such breach or default is cured prior to the Outside Closing Date; or (c) by any party by either Insight or AT&T Illinois upon written notice to the other given not earlier than the Outside Closing Date, if any of the conditions to its obligations set forth in Sections 8.1 and 8.2, respectively, are not satisfied on or before the Outside Closing Date for any reason other than a material breach or default by the terminating party of its respective covenants, agreements or other obligations under this Agreement, or if the Initial Closing shall any of its representations herein, if specifically qualified by materiality, is not have been consummated within sixty (60) days after the date hereof; provided that true in all respects or, if the Initial Closing shall qualified by materiality, is not occur before such date due to the breach of true in all material respects when made or when otherwise required by 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).be true; or (iiid) 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 Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied. (b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of as otherwise provided in this Agreement. (c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) 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 of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.