Common use of Termination Fees Clause in Contracts

Termination Fees. (a) Subject to, at any time following the Petition Date, entry of the Approval Order, if this Agreement is terminated pursuant to (i) Section 7.1(d)(i) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv), (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.

Termination Fees. The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time, whether before or after approval of the stockholders of the Company, (i) by mutual written consent of Parent and the Company; (ii) by (a) Subject to, at any time following either the Petition Date, entry of the Approval Order, Company or Parent if this Agreement is terminated pursuant to (i) Section 7.1(d)(i) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that Shares have not been paid theretoforepurchased pursuant to the Offer on or before July 15, 1999 and (b) the Company if after 90 days following the commencement of the Offer the conditions to the Offer have not been satisfied or waived and Purchaser shall not have elected to extend the Offer; provided, that such right to terminate pursuant to clause (ii) will not be available to any party whose failure in any material respect to fulfill its obligations under the Merger Agreement proximately contributed to, or resulted in, the failure of Parent or Purchaser to purchase the Shares pursuant to the Offer on or before such date; (iii) by either the Company or Parent if (a) a statute, rule, regulation or executive order shall have been enacted, entered or promulgated prohibiting the payment purchase of Shares pursuant to the Offer or the consummation of the Break-Up Fee and/or Merger substantially on the Transaction Expenses terms contemplated by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. Merger Agreement or (b) Subject toan order, at any time following the Petition Datedecree, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer ruling or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv), (ii) prior to such termination an Alternative Transaction Proposal injunction shall have been communicated entered permanently restraining, enjoining or otherwise prohibiting the purchase of Shares pursuant to the Issuer Offer or publicly announcedthe consummation of the Merger substantially on the terms contemplated by the Merger Agreement and such order, decree, ruling or injunction shall have become final and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Breaknon-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretoforeappealable; provided, that if the payment of party seeking to terminate the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer Merger Agreement shall use have used its reasonable best efforts to obtain remove such approval at injunction, order or decree; (iv) by the earliest date following Company prior to the purchase of Shares pursuant to the Offer if the Company Board determines in good faith based upon advice of its outside counsel that (a) a Takeover Proposal constitutes a Superior Proposal and (b) failure to accept such termination. Superior Proposal will violate its obligations or duties to the Company or the Company's stockholders under applicable law, provided, that the Merger Agreement shall not terminate unless (cY) Payment the Company has provided Parent with two business days' prior written notice of its intention to accept such Superior Proposal, together with a detailed description of the Break-Up Fee due under Section 7.2(aterms and conditions of such Superior Proposal and (Z) or Section 7.2(b) will be made (i) prior to or contemporaneous simultaneously with such termination in the case Company enters into a definitive acquisition, merger or similar agreement to effect such Superior Proposal and pays the Termination Fee; (v) by either the Company or Parent prior to the purchase of termination by the Issuer any Shares pursuant to Section 7.1(c)(ii)the Offer if the other party shall have breached, (ii) within one (1) Business Day after or failed to comply with, in any material respect any of its obligations under the date Merger Agreement or any representation or warranty made by such other party shall have been untrue when made or as of the time of such termination in as if made on and as of such time (except for representations and warranties made as of a specified date, which need be true only as of the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iiispecified date), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); providedprovided such breach, that if the approval of the Bankruptcy Court failure or misrepresentation is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by cured within ten days after notice thereof from the other party or two business days prior to the date on which the Offer expires, and with respect to any representation or warranty not qualified by "Material Adverse Effect," such breaches, failures or misrepresentations, individually or in connection with a legal Action the aggregate, result or are reasonably likely to enforce this Agreement that results result in a judgment against the paying party for such amount, together with interest Material Adverse Effect on the amount Company or Parent, as the case may be; (vi) by Parent if the Company Board or any committee of the Company Board, (a) shall withdraw, modify or change in any unpaid feeadverse manner (including by amendment of the Schedule 14D-9) or fail to reconfirm upon the request of Parent its approval or recommendation of the Merger Agreement, cost the Offer or expense at the publicly announced prime rate of CitibankMerger, N.A. from the date such fee(b) shall approve or recommend any Takeover Proposal, cost or expense was required to be paid to (but excluding) the payment date.other than 25

Termination Fees. (a) Subject to, at any time following In the Petition Date, entry of event that either: (X) the Approval Order, if MGM Entities are entitled to terminate this Agreement is terminated pursuant to Section 10.1(d) hereof, or (Y) (i) the Closing has not occurred by the Target Closing Date (as such Target Closing Date may be extended pursuant to Section 7.1(d)(i10.1(b) or hereof), and (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment each of the Break-Up Fee and/or the Transaction Expenses Closing conditions set forth in Section 7.1 have been satisfied or waived by the Issuer is subject Purchaser or would have been satisfied but for Purchaser’s failure to the approval of the Bankruptcy Court, the Issuer shall use its best efforts Commercially Reasonable Efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) perform its respective obligations under this Agreement is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv), (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announcedAgreement, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment each of the Break-Up Fee and/or the Transaction Expenses is subject Closing conditions set forth in Section 7.3 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser failing to the approval of the Bankruptcy Court, the Issuer shall use its best efforts Commercially Reasonable Efforts to obtain such approval at perform its respective obligations under this Agreement in accordance with the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii)terms and conditions hereof, and (iiiiv) on the same day MGM Entities are not otherwise in default hereunder, then in either such event (X) or (Y) the MGM Entities shall have the right, as the closing its sole and exclusive remedy, to give written notice to Purchaser of the transactions referenced in Section 7.2(b); provided, that their intention to terminate this Agreement if the approval of the Bankruptcy Court is required for such payment, such payment will Purchaser fails to close (or be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of prepared to close) the transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and without as promptly as practicable following termination (which shall occur automatically on such provision fifth Business Day unless agreed to otherwise by the Investor would not have entered into this AgreementParties in writing) Purchaser shall pay, or cause to be paid, in same day funds to Seller, the sum of Twenty-Five Million Dollars ($25,000,000) (the “Seller Termination Fee”). Only one Seller Termination Fee shall be payable to Seller regardless of the circumstances. In the event Seller receives payment of the Seller Termination Fee, Seller, and the Break-Up Fee Seller on behalf of its Affiliates, agrees to forego and the Transaction Expenses shallnot to pursue (or aid any other Person in pursuing) or assign any allegation, subject claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly, Purchaser or any of their respective Affiliates, for Purchaser’s failure to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of consummate the transactions contemplated by this Agreement and that, without these agreements, none Agreement. Subject to the occurrence of the matters set forth in subsection (X) or subsection (Y) (i), (ii), (iii) and (iv) of the first sentence of this Section 6.14(a), the Parties acknowledge and agree that the MGM Entities would sustain substantial damages in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close, and Seller’s actual damages in the event the sale of the Membership Interest and Convenience Store to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close would be difficult or impractical to determine, and the Seller Termination Fee represents a reasonable estimate of the harm likely to be suffered by Seller in the event the sale of the Membership Interest and Convenience Store to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close. (b) In the event that either: (X)(i) the Closing has not occurred by the Target Closing Date; and (ii) each of the closing conditions set forth in Section 7.1 have been satisfied or waived by Seller or would have entered into been satisfied but for the MGM Entities’ failure to use its Commercially Reasonably Efforts to perform their respective obligations under this Agreement; and (iii) the Closing conditions set forth in Section 7.2 have been satisfied or waived by Seller or would have been satisfied but for Seller failing to use its Commercially Reasonable Efforts to perform its obligations under this Agreement; and Purchaser is not otherwise in default hereunder, or (Y) prior to the Estimated Closing Date Seller executes an agreement with any other Person (other than Purchaser) for the sale or transfer of the Membership Interest and Convenience Store or for substantially all of the Company’s Assets, or (Z) Purchaser is entitled to terminate this Agreement pursuant to Section 10.1(c) hereof, then in any such event (X) or (Y) or (Z) the Purchaser shall have, as its sole and exclusive remedy, the right to give written notice to Seller of its intention to terminate this Agreement (which notice shall also provide appropriate information respecting the Purchaser Termination Fee) and Seller shall pay, or cause to be paid, in same day funds to Purchaser, the amount of Purchaser’s actual and documented third party costs and expenses associated with this transaction (including without limitation reasonable third party attorney fees and costs) not to exceed the sum of Four Million Dollars ($4,000,000) (the “Purchaser Termination Fee”). Only one Purchaser Termination Fee shall be payable to Purchaser regardless of the circumstances. Purchaser on behalf of its Affiliates, agrees to forego and not to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly Seller, any MGM entity or any of their respective Affiliates, for Seller’s failure to consummate the transactions contemplated by this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due Subject to the Investor pursuant to occurrence of the matters set forth in subsections (X)(i), (ii), (iii) or (Y) or (Z) of the first sentence of this Section7.2Section 6.14(b), the Issuer Parties acknowledge and RAG shall also be jointly agree that Purchaser would sustain substantial damages in the event the sale of the Membership Interest and severally obligated Convenience Store to pay any costs and expenses (including attorneys’ fees) incurred Purchaser as contemplated by the other party in connection with a legal Action to enforce this Agreement that results is not consummated as a result of Seller’s failure to close, and Purchaser’s actual damages in the event the sale of the Membership Interest and Convenience Store to Purchaser as contemplated by this Agreement is not consummated as a judgment against result of Seller’s failure to close would be difficult or impractical to determine, and the paying party for such amount, together with interest on Purchaser Termination Fee represents a reasonable estimate of the amount harm likely to be suffered by Purchaser in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close. The foregoing shall be Purchaser’s sole and exclusive remedy in the event of any unpaid fee, cost or expense at failure of the publicly announced prime rate of Citibank, N.A. from MGM Entities to consummate the date such fee, cost or expense was required to be paid to (but excluding) the payment datetransactions contemplated hereby.

Termination Fees. (a) Subject to, at any time following the Petition Date, entry of the Approval Order, if If this Agreement is shall have been terminated by Acquiror or Merger Sub pursuant to (i) Section 7.1(d)(i) or (ii) Section 7.1(c)(ii10.1(d)(i) or Section 7.1(d)(iii10.1(e), then Inpixon shall, within three (3) Business Days of such termination, pay to Acquiror by wire transfer of immediately available funds to one or more accounts designated by Acquiror the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars (sum of $10,000,000) 2,000,000 (the “Break-Up Company Termination Fee”) to “). Payment of the Investor which Company Termination Fee shall not constitute liquidated damages and shall be inclusive without prejudice to any other rights or remedies of any Transaction Expenses incurred prior Acquiror pursuant to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment this Agreement (including pursuant to Section 11.15) or applicable Law. Following receipt by Acquiror of the Break-Up Company Termination Fee and/or in accordance with this Section 10.3(a), Inpixon and the Transaction Expenses by Company shall have no further liability with respect to this Agreement or the Issuer is subject transactions contemplated herein to Acquiror, its Affiliates or any other Person, other than in respect of its fraud or willful and material breach of this Agreement. If Inpixon fails to timely pay the approval of Company Termination Fee when due, then it shall pay Acquiror the Bankruptcy Court, the Issuer shall use its best efforts to obtain interest on such approval amount at the earliest prime rate as published in The Wall Street Journal in effect on the date following such terminationpayment was required to be made plus five percent (5%) per annum through the date such payment is actually received. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) If this Agreement is shall have been terminated by either the Issuer or the Investor Company pursuant to Section 7.1(b)(ii10.1(f)(i) or Section 7.1(b)(iv10.1(f)(ii), Acquiror shall, within three (ii3) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months Business Days of such termination, then pay to the Issuer Company by wire transfer of immediately available funds to one or more accounts designated by the Company the sum of $2,000,000 (the “Acquiror Termination Fee”). Payment of the Acquiror Termination Fee shall not constitute liquidated damages and RAG shall be jointly without prejudice to any other rights or remedies of Inpixon or the Company pursuant to this Agreement (including pursuant to Section 11.15) or applicable Law. Following receipt by the Company of the Acquiror Termination Fee in accordance with this Section 10.3(b), Acquiror shall have no further liability with respect to this Agreement or the transactions contemplated herein to Inpixon, the Company or their respective Affiliates or any other Person, other than in respect of its fraud or willful and severally obligated material breach of this Agreement. If Acquiror fails to timely pay the Break-Up FeeAcquiror Termination Fee when due, as liquidated damages, to then it shall pay the Investor which shall be inclusive of any Transaction Expenses incurred prior to Company the interest on such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval amount at the earliest prime rate as published in The Wall Street Journal in effect on the date following such terminationpayment was required to be made plus five percent (5%) per annum through the date such payment is actually received. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges Parties acknowledge that the agreements contained in this Section 7.2 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties parties would have entered not enter into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.

Termination Fees. If at any time after the date of this Agreement (and provided that Acquiror has not prior thereto, breached in any material respect any of its representations, warranties or covenants set forth in this Agreement, which breach has not been cured within five Business Days of a notice to Acquiror thereof or which has not been waived by the Corporation): (a) Subject the Board of Directors has failed to make or has withdrawn, modified, qualified or changed, during the term of the Offer, any of its recommendations or determinations referred to in section 2.2 in a manner adverse to Acquiror or shall have resolved to do so; (b) the Board of Directors shall have failed to reaffirm its recommendation of the Offer by press statement within five days after the public announcement or commencement of any Acquisition Proposal and in a directors’ circular within 15 days after the mailing of any such Acquisition Proposal; (c) the Board of Directors recommends that any of its Shareholders deposit their Shares under, vote in favour of, or otherwise accept, an Acquisition Proposal; (d) the Corporation enters into any agreement, commitment or understanding with any Person or other entity or group with respect to an Acquisition Proposal prior to the expiry of the Offer, excluding a confidentiality agreement entered into in compliance with section 3.2(e); (e) an Acquisition Proposal is made to the Shareholders or to the Corporation, and upon the expiry of the Offer any such Acquisition Proposal has either been accepted or has not expired or been withdrawn, and the Minimum Condition of the Offer has not been satisfied and (within 9 months of the Expiry Time) an Acquisition Proposal is consummated; (f) it is publicly disclosed or Acquiror becomes aware that beneficial ownership (determined for the purposes of this paragraph (vi) as set forth in Rule 13d-3 of the Exchange Act) of 20% or more of the outstanding Shares are acquired by any Person other than Acquiror by any means whatsoever during the term of the Offer and within 9 months of the Expiry Time, such Person or any Person acting jointly or in concert with such Person makes an Acquisition Proposal; or (g) the Corporation is in breach of any of its covenants set forth in section 3.2; (h) the Corporation is in breach of any of its covenants made in this Agreement (other than the covenants set forth in sections 2.2 or 3.2) which breach (without giving effect to, at applying or taking into consideration any time following materiality, Material Adverse Change or Material Adverse Effect qualification contained therein) individually or in the Petition Date, entry aggregate causes or would reasonably be expected to have a Material Adverse Effect or materially impede completion of the Approval OrderOffer, if this Agreement is terminated pursuant and the Corporation fails to cure such breach within five Business Days after receipt of written notice thereof from the Purchaser (except that no cure period shall be provided for a breach which by its nature cannot be cured and, in no event, shall any cure period extend beyond the Expiry Time); or (i) Section 7.1(d)(ithe Corporation is in breach of any of its representations or warranties made in this Agreement which breach (without giving effect to, applying or taking into consideration any materiality, Material Adverse Change or Material Adverse Effect qualification contained therein) individually or in the aggregate causes or would reasonably be expected to have a Material Adverse Effect or materially impede completion of the Offer, and the Corporation fails to cure such breach within five Business Days after receipt of written notice thereof from Acquiror (ii) Section 7.1(c)(ii) or Section 7.1(d)(iiiexcept that no cure period shall be provided for a breach which by its nature cannot be cured and, in no event, shall any cure period extend beyond the Expiry Time), (each of the above being a “Fee Event”), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination.Corporation shall: (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either in respect of the Issuer or first to occur of the Investor pursuant to Section 7.1(b)(iievents described above in (a) or Section 7.1(b)(iv), through and including (g) above; (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by (h) and (i) above where due to a wilful breach or fraud; and (iii) in the Issuer pursuant case of (h) and (i) above if within 6 months of the Expiry Time an Acquisition Proposal is consummated, pay to Section 7.1(c)(iiAcquiror $13,430,000; or (k) in the case of (h) and (i) above (other than where due to a wilful breach or fraud), (ii) pay to Acquiror its reasonable documented expenses incurred in connection with the transactions contemplated herein, such payment not to exceed $2,500,000; in immediately available funds to an account designated by Acquiror within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant first to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing occur of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer events described above plus interest thereon at the earliest date possible following such triggering event. The provision for the rate of 8% per annum if payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreementmade when due, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges provided that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly Corporation shall only be obligated to pay any amount due to the Investor make one payment pursuant to this Section7.2section 3.6 and in the event that the amount becomes payable pursuant to section 3.6(j)(iii) after the amount payable pursuant to section 3.6(k) has been paid to Acquiror, the Issuer and RAG Corporation’s obligation pursuant to section 3.6(j)(iii) shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred reduced by the other party in connection with a legal Action amount paid pursuant to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment datesection 3.6(k).

Termination Fees. (a) Subject toNotwithstanding any provision to the contrary contained herein, at any time following the Petition DateCompany shall immediately pay to DIMON (x) the amount of $17.5 million, entry of plus (y) all reasonable out-of-pocket expenses incurred by DIMON in connection with this Agreement and the Approval Order, Merger if this Agreement is terminated pursuant to Section 8.1(b)(iii) (i) but only if an alternative proposal for an Acquisition Transaction involving the Company or any of its Subsidiaries is publicly announced prior to the Company Shareholder Meeting), Section 7.1(d)(i) or (ii) Section 7.1(c)(ii8.1(c)(i) or Section 7.1(d)(iii8.1(d)(iii), then the Issuer and RAG . The amount in (x) above shall be jointly paid concurrently with any such termination and severally obligated to pay liquidated damages the amount in an amount equal to Ten Million Dollars ($10,000,000y) (the “Break-Up Fee”) to the Investor which above shall be inclusive paid within twenty (20) business days after receipt by the Company of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment evidence of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationsame. (b) Subject to, at Notwithstanding any time following provision to the Petition Date, entry of the Approval Ordercontrary herein, if (i) this Agreement is terminated by either the Issuer or the Investor DIMON pursuant to Section 7.1(b)(ii8.1(b)(iii) or Section 7.1(b)(iv), (ii) prior to such termination and no alternative proposal for an Alternative Acquisition Transaction Proposal shall have been communicated to involving the Issuer or publicly announced, and (iii) the Issuer Company or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such terminationis publicly announced prior to the Company Shareholder Meeting, then the Issuer Company shall pay to DIMON all reasonable, out-of-pocket expenses incurred by DIMON in connection with this Agreement and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to Merger within twenty (20) business days after receipt by the Investor which shall be inclusive Company of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment evidence of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationsame. (c) Payment Notwithstanding any provision to the contrary contained herein, DIMON shall immediately pay to the Company (x) the amount of $17.5 million, plus (y) all reasonable, out-of-pocket expenses incurred by the Break-Up Fee due under Company in connection with this Agreement and the Merger if this Agreement is terminated pursuant to Section 7.2(a8.1(b)(iv) (but only if an alternative proposal for an Acquisition Transaction involving DIMON or any of its Subsidiaries is publicly announced prior to the DIMON Shareholder Meeting) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i8.1(d)(i) or Section 7.1(d)(iii8.1(c)(iii), . The amount in (x) above shall be paid concurrently with any such termination and the amount in (iiiy) on above shall be paid within twenty (20) business days after receipt by the same day as the closing Company of evidence of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Codesame. (d) Each Party acknowledges that Notwithstanding any provision to the agreements contained contrary herein, if this Agreement is terminated by the Company pursuant to Section 8.1(b)(iv) and no alternative proposal for an Acquisition Transaction involving DIMON or any of its Subsidiaries is publicly announced prior to the DIMON Shareholder Meeting, then DIMON shall pay to the Company all reasonable, out-of-pocket expenses incurred by the Company in this Section 7.2 are an integral part of the transactions contemplated by connection with this Agreement and that, without these agreements, none the Merger within twenty (20) business days after receipt by DIMON of evidence of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment datesame.

Termination Fees. (a) Subject to, at any time following In the Petition Date, entry event that (A) a Pre-Termination Takeover Proposal Event (as defined in subsection (c)) shall occur after the date of the Approval Order, if this Agreement is terminated pursuant to (i) Section 7.1(d)(i) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) thereafter this Agreement is terminated by either the Issuer Acquiror or the Investor Seller pursuant to Section 7.1(b)(ii) or by Acquiror pursuant to Section 7.1(b)(iv), 7.1(d) as a result of a willful breach by Seller or Seller Subsidiary and (iiB) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) date that is 12 months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in Seller consummates an Acquisition Proposal, then Seller shall, on the case date such Acquisition Proposal is consummated, pay Acquiror a fee equal to $5,000,000 by wire transfer of termination same-day funds. (b) In the event that this Agreement is terminated by the Investor Acquiror pursuant to Section 7.1(d)(i7.1(e) or by Seller pursuant to Section 7.1(d)(iii7.1(g), then concurrently with such termination, Seller shall pay to Acquiror a fee equal to $5,000,000 by wire transfer of same-day funds, and such termination shall not be deemed effective hereunder until receipt by Acquiror of such fee. For the avoidance of doubt, if Seller fails to hold the Special Meeting, fails to make the Seller Recommendation, or withdraws, modifies or changes the Seller Recommendation either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, and this Agreement is terminated by Acquiror pursuant to Section 7.1(e) or by Seller pursuant to Section 7.1(g), then Seller shall pay the $5,000,000 fee as provided in this Section 7.4(b). In no event shall Seller be required to pay a $5,000,000 fee under both this Section 7.4(b) and Section 7.4(a). (iiic) on the same day as the closing For purposes of the transactions referenced in this Section 7.2(b); provided7.4, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval a “Pre-Termination Takeover Proposal Event” shall be sought by deemed to occur if, prior to the Issuer at event giving rise to the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into right to terminate this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and an Acquisition Proposal shall have been made known to the extent payable in accordance herewithsenior management or board of directors of Seller or has been made directly to its stockholders generally or any person reasonably qualified to consummate an Acquisition Proposal shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, and such Acquisition Proposal or public announcement shall constitute an allowed superpriority administrative expense claim not have been irrevocably withdrawn not less than five Business Days prior to the Special Meeting with respect to a termination pursuant to sections 105, 503 and 507(bSection 7.1(b)(ii) or the date of the Bankruptcy Code. (d) Each Party termination with respect to a termination pursuant to Section 7.1(d). Seller acknowledges that the agreements contained in this Section 7.2 7.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties Acquiror would have entered not enter into this Agreement. Accordingly; accordingly, if the Issuer or RAG Seller fails promptly to pay any the amount due to the Investor pursuant to this Section7.2Section 7.4 and, in order to obtain such payment, Acquiror commences a suit which results in a judgment against Seller for the Issuer and RAG fee set forth in this Section 7.4, Seller shall also be jointly and severally obligated pay to pay any Acquiror its costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment datesuit.

Termination Fees. (a) Subject to, at any time In the event that (i) following the Petition Dateexecution and delivery of this Agreement and prior to the termination of this Agreement, entry an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company, and (ii) this Agreement is thereafter terminated pursuant to Section 7.1(b) or Section 7.1(c), and (iii) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)), then the Company shall pay to Parent (or its designee), within one Business Day after the event in the preceding clause (iii) that triggers the obligation to such fee, a fee in the amount of Seventeen Million Four Hundred Thousand Dollars ($17,400,000) (the “Termination Fee Amount”), in cash by wire transfer of immediately available funds to an account designated in writing by Parent (provided that for purposes of this clause (a) the references to “20%” and “80%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”). (b) In the event that (i) following the execution and delivery of this Agreement and prior to the breach described in clause (ii) below that forms the basis for the termination of this Agreement, an Acquisition Proposal shall have been publicly announced or shall have become publicly known, or shall have been communicated or otherwise made known to the Company and (ii) this Agreement is thereafter terminated pursuant to Section 7.1(e)(i) (solely where the underlying breach of the Approval Ordercovenant or agreement by the Company was intentional), if and (iii) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)), then the Company shall pay to Parent (or its designee), within one Business Day after the event in the preceding clause (iii) that triggers the obligation to such fee, the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent (provided that for purposes of this clause (b) the references to “20%” and “80%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”). (c) In the event that this Agreement is terminated pursuant to (i) Section 7.1(d)(i) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii7.1(g), then the Issuer and RAG Company shall be jointly and severally obligated pay to pay liquidated damages in an amount equal to Ten Million Dollars Parent ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use or its best efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(ivdesignee), (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of one Business Day after such termination, then the Issuer and RAG shall be jointly and severally obligated Termination Fee Amount in cash by wire transfer of immediately available funds to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination an account designated in the case of termination writing by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy CodeParent. (d) Each Party In the event that this Agreement is terminated pursuant to Section 7.1(h), the Company shall pay to Parent (or its designee), contemporaneously with such termination, the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent. (e) The Company acknowledges and hereby agrees that the agreements contained in provisions of this Section 7.2 7.3 are an integral part of the transactions contemplated by this Agreement (including the Offer and the Merger), and that, without these agreementssuch provisions, none of the Parties Parent would not have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly Company shall fail to pay any amount in a timely manner the amounts due to the Investor pursuant to this Section7.2Section 7.3, the Issuer and RAG shall also be jointly and severally obligated and, in order to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with obtain such payment, Parent makes a legal Action to enforce this Agreement claim that results in a judgment against the paying party for Company, the Company shall promptly reimburse Parent its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such amountsuit, together with interest on the amount of any unpaid fee, cost or expense amounts set forth in this Section 7.3 at the publicly announced prime rate of Citibank, Citibank N.A. from in effect on the date such fee, cost or expense payment was required to be paid to (but excluding) made. Payment of the payment datefees described in this Section 7.3 shall not be in lieu of, or replacement or substitution for, damages incurred in the event of any breach of this Agreement.

Termination Fees. (a) Subject to, at any time following In the Petition Date, entry event that (A) a Pre-Termination Takeover Proposal Event (as defined in subsection (c)) shall occur after the date of the Approval Order, if this Agreement is terminated pursuant to (i) Section 7.1(d)(i) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) thereafter this Agreement is terminated by either the Issuer Acquiror or the Investor Seller pursuant to Section 7.1(b)(ii) or by Acquiror pursuant to Section 7.1(b)(iv), 7.1(d) as a result of a willful breach by Seller or Seller Subsidiary and (iiB) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) date that is 12 months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in Seller consummates an Acquisition Proposal, then Seller shall, on the case date such Acquisition Proposal is consummated, pay Acquiror a fee equal to $2,000,000 by wire transfer of termination same-day funds. (b) In the event that this Agreement is terminated by the Investor Acquiror pursuant to Section 7.1(d)(i7.1(e) or by Seller pursuant to Section 7.1(d)(iii7.1(g), then concurrently with such termination, Seller shall pay to Acquiror a fee equal to $2,000,000 by wire transfer of same-day funds, and such termination shall not be deemed effective hereunder until receipt by Acquiror of such fee. For the avoidance of doubt, if Seller fails to hold the Special Meeting, fails to make the Seller Recommendation, or withdraws modifies or changes the Seller Recommendation either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, and this Agreement is terminated by Acquiror pursuant to Section 7.1(e) or by Seller pursuant to Section 7.1(g), then Seller shall pay the $2,000,000 fee as provided in this Section 7.4(b). In no event shall Seller be required to pay a $2,000,000 fee under both this Section 7.4(b) and Section 7.4(a). (iiic) on the same day as the closing For purposes of the transactions referenced in this Section 7.2(b); provided7.4, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval a “Pre-Termination Takeover Proposal Event” shall be sought by deemed to occur if, prior to the Issuer at event giving rise to the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into right to terminate this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and an Acquisition Proposal shall have been made known to the extent payable in accordance herewithsenior management or board of directors of Seller or has been made directly to its stockholders generally or any person reasonably qualified to consummate an Acquisition Proposal shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, and such Acquisition Proposal or public announcement shall constitute an allowed superpriority administrative expense claim not have been irrevocably withdrawn not less than five Business Days prior to the Special Meeting with respect to a termination pursuant to sections 105, 503 and 507(bSection 7.1(b)(ii) or the date of the Bankruptcy Code. (d) Each Party termination with respect to a termination pursuant to Section 7.1(d). Seller acknowledges that the agreements contained in this Section 7.2 7.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties Acquiror would have entered not enter into this Agreement. Accordingly; accordingly, if the Issuer or RAG Seller fails promptly to pay any the amount due to the Investor pursuant to this Section7.2Section 7.4 and, in order to obtain such payment, Acquiror commences a suit which results in a judgment against Seller for the Issuer and RAG fee set forth in this Section 7.4, Seller shall also be jointly and severally obligated pay to pay any Acquiror its costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment datesuit.

Termination Fees. (a) Subject toNotwithstanding any provision herein to the contrary, at any time following the Petition Date, entry provisions of the Approval Order, if this Section 11.3 shall apply. If this Agreement is validly terminated pursuant to (i) by Seller pursuant to Section 7.1(d)(i11.1(e) or Section 11.1(f) or (ii) by Purchaser or Seller pursuant to Section 7.1(c)(ii11.1(b) when Seller was capable of terminating pursuant to Section 11.1(e) or Section 7.1(d)(iii11.1(f), then the Issuer and RAG Purchaser shall be jointly and severally obligated pay to pay liquidated damages in an amount equal to Ten Million Dollars Seller ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive by wire transfer of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv), (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (iiimmediately available funds) within one (1) Business Day after Day, a fee in an amount equal to thirty million Dollars ($30,000,000) (the “Reverse Termination Fee”). (b) If this Agreement is validly terminated (i) by Purchaser pursuant to Section 11.1(d), (ii) by Purchaser or Seller pursuant to Section 11.1(b) when Purchaser was capable of terminating pursuant to Section 11.1(d), or (iii) as a result of an Automatic Termination pursuant to the last sentence of Section 11.1, then Seller Parent shall pay to Purchaser (by wire transfer of immediately available funds) within three (3) Business Days, a fee in an amount equal to eighteen million Dollars ($18,000,000) (the “Seller Termination Fee”, and each of the Reverse Termination Fee and the Seller Termination Fee, a “Termination Fee”). (c) Each Party acknowledges that in the event that a Party fails to pay a Termination Fee when due, the Party required to pay such Termination Fee shall reimburse the Party entitled to receive such Termination Fee and its Affiliates for all reasonable and documented costs and expenses actually incurred or accrued by them (including reasonable fees and expenses of counsel) in connection with any action (including the filing of any lawsuit) taken to collect payment of such amount, together with interest on such unpaid amounts at eight percent (8%), calculated on a daily basis from the date such amounts were required to be paid to the date of such termination actual payment. The Parties acknowledge and agree that nothing in the case of termination by the Investor pursuant to this Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval 11.3 shall be sought by deemed to affect their respective rights to specific performance under Section 13.17, including a Party’s right to specifically enforce the Issuer at the earliest date possible following such triggering event. The provision for the payment terms and conditions of the Break-Up Fee is an integral part Section 13.21 of the transactions contemplated by this Agreement and without such provision against the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Codeother Parties hereto. (d) Each Party acknowledges Notwithstanding anything to the contrary in the foregoing, the Parties acknowledge and agree that (i) the agreements contained in this Section 7.2 11.3 are an integral part of the transactions contemplated by this Agreement, (ii) any payment of a Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and thatin reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision and (iii) without these agreementsthe agreements in this Section 11.3, the Parties would not enter into this Agreement. (e) Notwithstanding anything to the contrary set forth in this Agreement, but without limitation to the right to seek and obtain specific performance remedies pursuant to Section 13.17 prior to termination of this Agreement, (A) in circumstances where this Agreement is validly terminated and a Reverse Termination Fee is payable pursuant to this Section 11.3, (i) the Reverse Termination Fee (together with any amounts payable pursuant to Section 11.3(c)) shall constitute the sole and exclusive monetary remedy of Seller, Seller Parent, the Companies and their respective Representatives against Purchaser, its Representatives and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, or agents (collectively, the “Purchaser Related Parties”) for all losses and damages suffered as a result of, relating to or arising out of this Agreement, the Related Agreements, or the transactions contemplated hereby and thereby, including any breach hereof or thereof by Purchaser, the termination of this Agreement or the failure to consummate the transactions contemplated by Section 2.1 and (ii) upon payment of the Reverse Termination Fee (together with any amounts payable pursuant to Section 11.3(c)), none of the Purchaser Related Parties would shall have entered into any Liability or obligation to Seller, Seller Parent, the Companies or any of their respective Representatives as a result of, relating to, or arising out of this Agreement. Accordingly, if the Issuer Related Agreements or RAG fails promptly the transactions contemplated hereby or thereby, or any claims arising out of any breach of this Agreement by Purchaser, the termination of this Agreement or the failure to pay any amount due to consummate the Investor transactions contemplated by Section 2.1; and (B) in circumstances where a Seller Termination Fee is payable pursuant to this Section7.2Section 11.3, (i) the Seller Termination Fee (together with any amounts payable pursuant to Section 11.3(c)) shall constitute the sole and exclusive monetary remedy of Purchaser, it Affiliates and its or their Representatives against Seller, Seller Parent, the Issuer Companies, their respective Representatives and RAG shall also be jointly any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, or agents (collectively, the “Seller and severally obligated Company Related Parties”) for all losses and damages suffered as a result of, relating to pay or arising out of this Agreement, the Related Agreements, or the transactions contemplated hereby and thereby, including any costs and expenses (including attorneys’ fees) incurred breach hereof or thereof by Seller, Seller Parent or a Company, the other party in connection with a legal Action to enforce termination of this Agreement that results in a judgment against or the paying party for such amountfailure to consummate the transactions contemplated by Section 2.1, and (ii) upon payment of the Seller Termination Fee (together with interest on any amounts payable pursuant to Section 11.3(c)), none of the amount Seller and Company Related Parties shall have any Liability or obligation to Purchaser, its Affiliates or any of its or their Representatives as a result of, relating to, or arising out of this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, or any claims arising out of any unpaid feebreach of this Agreement by Purchaser, cost the termination of this Agreement or expense at the publicly announced prime rate of Citibank, N.A. from failure to consummate the date such fee, cost transactions contemplated by Section 2.1. Under no circumstances shall the Reverse Termination Fee or expense was required to Seller Termination Fee be paid to (but excluding) the payment datepayable on more than one occasion.

Termination Fees. (a) Subject to, at any time following the Petition Date, entry In recognition of the Approval Orderefforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, if this Agreement is terminated pursuant to Section 8.1(a)(v) or Section 8.1(a)(vi), then (i) in the case of termination under Section 7.1(d)(i) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii8.1(a)(v), then the Issuer and RAG shall be jointly and severally obligated to CBKS shall, within three (3) Business Days after such termination, pay liquidated damages in CenterState an amount equal to Ten Million Dollars $2,500,000, and (ii) in the case of a termination under Section 8.1(a)(vi), CBKS shall, simultaneously with such termination and as a condition thereof, pay CenterState an amount equal to $10,000,000) 2,500,000, in each case by wire transfer of same-day funds (the applicable amount to be paid pursuant to the immediately preceding clauses (i) and (ii) being the “Break-Up CBKS Termination Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination). (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) If this Agreement is terminated by either the Issuer or the Investor pursuant to Party under Section 7.1(b)(ii) or Section 7.1(b)(iv8.1(a)(vii), and prior thereto there has been publicly announced (iiand not withdrawn) prior to an Acquisition Proposal, then if within six (6) months of such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer CBKS or any of its Significant Subsidiaries subsequently either (i) enters into a definitive agreement with respect to such Acquisition Proposal or (ii) consummates any Alternative Transaction such Acquisition Proposal, CBKS shall, within three (3) Business Days after the first to occur of the foregoing, pay CenterState the CBKS Termination Fee set forth in Section 8.4(a)(i) by wire transfer of same-day funds. For purposes of the immediately preceding clauses (i) and (ii), the references to twenty percent (20%) in the definition of Acquisition Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated deemed to pay the Break-Up Fee, as liquidated damages, be references to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationfifty percent (50%). (c) Payment of Notwithstanding anything to the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination contrary in this Agreement, other than in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date a willful and material breach of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for this Agreement the payment of the Break-Up CBKS Termination Fee is an integral part pursuant to this Section 8.4 shall fully discharge CBKS from, and be the sole and exclusive remedy of the transactions contemplated other Party with respect to, any and all losses that may be suffered by this Agreement and without such provision other Party based upon, resulting from or arising out of the Investor would not have entered into circumstances giving rise to such termination of this Agreement, and . In no event shall CBKS be required to pay the Break-Up CBKS Termination Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Codeon more than one occasion. (d) Each Party acknowledges The Parties agree that the agreements contained in this Section 7.2 8.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, none of the Parties would have entered not enter into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.

Termination Fees. (a) Subject to, at any time following the Petition Date, entry of the Approval Order, if this Agreement is terminated pursuant to (i) Section 7.1(d)(iIn the event that (A) or a Pre-Termination Takeover Proposal Event (iias defined in subsection (iii) Section 7.1(c)(iibelow) or Section 7.1(d)(iii), then shall occur after the Issuer date of this Agreement and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) thereafter this Agreement is terminated by either the Issuer Acquiror or the Investor Seller pursuant to Section 7.1(b)(ii) or by Acquiror pursuant to Section 7.1(b)(iv), 7.1(d) as a result of a willful breach by Seller and (iiB) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) date that is twelve months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination Seller enters into an agreement with respect to an Acquisition Proposal or an Acquisition proposal is consummated (it being understood that in the case event the Board of termination Directors of Seller recommends the acceptance by stockholders of Seller of a tender offer with respect to an Acquisition Proposal, such recommendation shall be treated as though an Agreement with respect to an Acquisition Proposal has been entered into on such date) then Seller shall, not later than the Investor date on which Seller enters into an agreement with respect to an Acquisition Proposal (or if no agreement is entered into, on the date such transaction is consummated) pay Acquiror a fee equal to three percent (3.0%) of the sum of the aggregate Merger Consideration and aggregate Option Consideration provided for in this Agreement (“Transaction Value”) by wire transfer of same day funds. (ii) In the event that this Agreement is terminated by Seller pursuant to Section 7.1(d)(i7.1(e) or by Acquiror pursuant to Section 7.1(d)(iii)7.1(f) then concurrently with such termination, Seller shall pay to Acquiror a fee equal to three percent (3.0%) of the Transaction Value by wire transfer of same day funds, and such termination shall not be deemed effective hereunder until receipt by Acquiror of such fee. (iii) on the same day as the closing For purposes of the transactions referenced in this Section 7.2(b7.4(a); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval a “Pre-Termination Takeover Proposal Event” shall be sought by deemed to occur if, prior to the Issuer at event giving rise to the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into right to terminate this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and an Acquisition Proposal shall have been made known to the extent payable in accordance herewithsenior management or board of directors of Seller or has been made directly to its stockholders generally or any person reasonably qualified to consummate an Acquisition Proposal shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, and such Acquisition Proposal or public announcement shall constitute an allowed superpriority administrative expense claim not have been irrevocably withdrawn not less than five Business Days prior to the Special Meeting with respect to a termination pursuant to sections 105, 503 and 507(bSection 7.1(b)(ii) or the date of the Bankruptcy Code. (d) Each Party termination with respect to a termination pursuant to Section 7.1(d). Seller acknowledges that the agreements contained in this Section 7.2 7.4(a) are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, none of the Parties Acquiror would have entered not enter into this Agreement. Accordingly; accordingly, if the Issuer or RAG Seller fails promptly to pay any the amount due to the Investor pursuant to this Section7.2Section 7.4(a), and, in order to obtain such payment, Acquiror commences a suit which results in a judgment against Seller for the Issuer and RAG fee set forth in this Section 7.4(a), Seller shall also be jointly and severally obligated pay to pay any Acquiror its costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred in connection with such suit. (b) In the event that this Agreement is terminated by Seller pursuant to Section 7.1(b)(i) due to Acquiror’s failure to have available to it sources of capital and financing sufficient to pay, or Acquiror’s failure to pay, the aggregate Merger Consideration and Option Consideration and to pay any other amounts payable pursuant to this Agreement and to effect the transactions contemplated hereby, then Acquiror shall pay to Seller an amount equal to three percent (3.0%) of the Transaction Value. Such amount shall be paid concurrently with the termination as provided in the immediately preceding sentence by wire transfer of same day funds. Acquiror acknowledges that the agreements contained in this Section 7.4(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Seller would not enter into this Agreement; accordingly, if Acquiror fails promptly to pay the amount due pursuant to this Section 7.4(b), and, in order to obtain such payment, Seller commences a suit which results in a judgment against Acquiror for the fee set forth in this Section 7.4(b), Acquiror shall pay to Seller its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit. (c) In the event that this Agreement is terminated by Seller or Acquiror, as the case may be, pursuant to Section 7.1(d) as a result of a willful breach by the other party, then concurrently with such termination, the breaching party shall pay to the non-breaching party a fee equal to $15 million ($15,000,000) by wire transfer of same day funds, and such termination shall not be deemed effective hereunder until receipt by the non-breaching party of such fee. The parties acknowledge that the agreements contained in connection with this Section 7.4(c) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither party would enter into this Agreement; accordingly, if the breaching party fails promptly to pay the amount due pursuant to this Section 7.4(c), and, in order to obtain such payment, the non-breaching party commences a legal Action to enforce this Agreement that suit which results in a judgment against the paying breaching party for the fee set forth in this Section 7.4(c), the breaching party shall pay to the non-breaching party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment datesuit.

Termination Fees. (a) Subject to, at any time following In the Petition Date, entry event that (A) a Pre-Termination Takeover Proposal Event (as defined below) shall occur after the date of the Approval Order, if this Agreement is terminated pursuant to (i) Section 7.1(d)(i) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) thereafter this Agreement is terminated by either the Issuer Parent or the Investor Seller pursuant to Section 7.1(b)(ii7.1(b)(i)(B) or by Parent pursuant to Section 7.1(b)(iv), 7.1(c) as a result of a willful breach by Seller and (iiB) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) date that is nine months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in Seller enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal with the case party (or its affiliate) that gave rise to the Pre-Termination Takeover Proposal Event, then Seller shall, on the earlier of termination the date of such definitive agreement is executed or such Acquisition Proposal is consummated, pay Parent a fee equal to the sum of $2,350,000 (the “Termination Fee”) and the Expense Fee (as defined below. The Termination Fee and Expense Fee shall be paid by wire transfer of same-day funds. (b) In the Investor event that this Agreement is terminated by either party pursuant to Section 7.1(d)(i7.1(c) or Section 7.1(d)(iii), and (iii) on the same day as the closing by reason of the transactions referenced in Section 7.2(b); provided, that if the approval other party’s material breach of the Bankruptcy Court is required for such paymentprovisions of this Agreement, such payment will be made no later than the close of business on the next Business Day following approval breaching party shall pay all reasonable costs and documented expenses incurred by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Breaknon-Up Fee is an integral part of breaching party in connection with this Agreement and the transactions contemplated hereby, including legal, accounting, investment banking, travel and printing expenses up to $750,000 (the “Expense Fee”). The Expense Fee shall be paid by wire transfer of same-day funds. (c) In the event that this Agreement and without is terminated by Parent pursuant to Section 7.1(d) or by Seller pursuant to Section 7.1(e), then concurrently with such provision termination, Seller shall pay to Parent the Investor would not have entered into this Agreement, and the Break-Up Termination Fee and the Transaction Expenses shallExpense Fee by wire transfer of same-day funds, subject and such termination shall not be deemed effective hereunder until payment by Seller of such fee. In no event shall Seller be required to Bankruptcy Court approval (if applicablepay the Termination Fee and the Expense Fee under both this Section 7.4(c) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy CodeSection 7.4(a). (d) For purposes of this Section 7.4, a “Pre-Termination Takeover Proposal Event” shall be deemed to occur if, prior to the event giving rise to the right to terminate this Agreement, an Acquisition Proposal shall have been made known to the senior management or board of directors of Seller or shall have been made directly to its shareholders generally, or any person reasonably qualified to consummate an Acquisition Proposal shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, and such Acquisition Proposal or public announcement shall not have been irrevocably withdrawn not less than five Business Days prior to the Special Meeting and Seller’s shareholders fail to approve this Agreement at such meeting (with respect to a termination pursuant to Section 7.1(b)(i)(B)) or the date of termination (with respect to a termination pursuant to Section 7.1(c). (e) Each Party party acknowledges that the agreements contained in this Section 7.2 7.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties each party would have entered not enter into this Agreement. Accordingly; accordingly, if the Issuer or RAG Seller fails promptly to pay any amount due promptly the Termination Fee and the Expense Fee, or the breaching party fails to pay the Investor Expense Fee, pursuant to this Section7.2Section 7.4 and, the Issuer and RAG shall also be jointly and severally obligated in order to pay any costs and expenses (including attorneys’ fees) incurred by obtain such payment, the other party in connection with commences a legal Action to enforce this Agreement that suit which results in a judgment against the paying other for the fee set forth in this Section 7.4, the non-successful party for shall pay to the other party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such amountsuit, together with interest on the amount of any unpaid fee, cost or expense the fee at a rate per annum equal to the publicly announced prime rate of Citibank, N.A. from published in The Wall Street Journal on the date such fee, cost or expense payment was required to be made, plus 300 basis points. (f) For purposes of this Section 7.4, all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%”. (g) The parties agree that the payment of the Termination Fee and Expense Fee shall be the sole and exclusive remedy available to Parent and Acquiror with respect to this Agreement in the event any such payment becomes due and payable and is paid, and, upon payment of the Termination Fee and Expense Fee, Seller and its directors, officers, employees, stockholders and representatives shall have no further liability to Parent and Acquiror under this Agreement; provided, however, that Seller shall not be relieved or released from any liabilities or damages arising out of its willful and material breach of this Agreement; provided, further, that the aggregate amount of any damages determined by a court to be payable by Seller pursuant to the foregoing proviso shall be reduced by the amount of any Termination Fee and Expense Fee previously paid to (but excluding) the payment dateParent pursuant to this Section 7.4.

Termination Fees. (a) Subject to, at any time following In the Petition Date, entry of the Approval Order, if event that this Agreement is terminated by Parent pursuant to (i) Section 7.1(d)(i7.1(d) or (ii) by the Company pursuant to Section 7.1(c)(ii) or Section 7.1(d)(iii7.1(h), then the Issuer and RAG Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be jointly paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(d) and severally obligated concurrently with any termination pursuant to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationSection 7.1(h). (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if If (i) after the date of this Agreement is terminated by either but prior to the Issuer termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have become publicly known or delivered to the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(ivCompany Board and not publicly withdrawn (if it became publicly known), (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to thereafter, this Agreement is terminated (A) by Parent or the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer Company pursuant to Section 7.1(c)(ii)7.1(b) where the failure of the Acceptance Time to occur prior to the Outside Date is attributable to the failure of the Minimum Condition to have been satisfied, or (iiB) within one (1) Business Day after the date of such termination in the case of termination by the Investor Parent pursuant to Section 7.1(d)(i7.1(e) or for willful and material breach which willful and material breach is the principal factor in the failure of the Offer to be consummated (unless the Company Termination Fee provided in Section 7.1(d)(iii7.3(a) has already been paid pursuant to the terms thereof), and (iii) within nine (9) months after such termination the Company consummates an Acquisition Transaction or enters into an agreement for an Acquisition Transaction which Acquisition Transaction is subsequently consummated, then the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the same day as date such transaction is consummated; provided that solely for purposes of this Section 7.3(b), all references to 20% in the closing definition of the transactions referenced in “Acquisition Transaction” shall be deemed to be references to 50%. (c) All payments under this Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will 7.3 shall be made no later than the close by wire transfer of business on the next Business Day following approval immediately available funds to an account designated in writing by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the party to whom payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Codeowed. (d) Each Party acknowledges The parties acknowledge that the agreements contained in this Section 7.2 7.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, none of the Parties parties would not have entered into this Agreement. AccordinglyFor the avoidance of doubt, if the Issuer Company Termination Fee shall be payable only once and not in duplication even though the Company Termination Fee may be payable under one or RAG more provisions hereof. In the event Parent shall receive the Company Termination Fee, the receipt thereof shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Purchaser or any of their respective Affiliates in connection with this Agreement and the transactions contemplated hereby (and the termination thereof or any matter forming the basis for such termination), and none of Parent, Purchaser nor any of their respective Affiliates shall be entitled to bring or maintain any other Legal Proceeding against the Company or any of its Affiliates arising out of this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination; provided, however that payment of the Company Termination Fee will not be liquidated damages in the case of Fraud or a willful and material breach of this Agreement. If the Company fails promptly to pay any amount the Company Termination Fee when due to the Investor and payable pursuant to this Section7.2Section 7.3, and, in order to obtain such payment, Parent commences an action or other proceeding that results in an award against the Company for such Company Termination Fee, the Issuer and RAG Company shall also be jointly and severally obligated to pay any Parent’s costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amountaction or proceeding, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. Company Termination Fee from the date such fee, cost or expense payment was required to be paid made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to (but excluding) the payment datebe made.

Termination Fees. (a) Subject to, at any time following the Petition Date, entry of the Approval Order, if If this Agreement is terminated pursuant to by (i) Columbia or Roselle pursuant to Section 7.1(d)(i7.1(e) hereof as a result of the other party’s willful or intentional breach, or willful or intentional failure to perform, in any material respect, its covenants contained in the Agreement, or (ii) Roselle pursuant to Section 7.1(c)(ii7.1(g) or Section 7.1(d)(iii)hereof, then the Issuer and RAG breaching party shall be jointly and severally obligated pay to pay liquidated damages in the non-breaching party on the date of such termination, by wire transfer of immediately available funds, an amount equal to Ten Million Dollars ($10,000,000) (the “Breakout-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses of-pocket expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject non-breaching party in connection with the transactions contemplated by this Agreement (as itemized by the non-breaching party), up to the approval of the Bankruptcy Court$1,500,000, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationas agreed upon liquidated damages. (b) Subject to, at If after the date of this Agreement and prior to the termination of this Agreement a bona fide Acquisition Proposal shall have been made known to senior management of Roselle or has been made directly to its depositors generally or any time following the Petition Date, entry of the Approval Order, if person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Roselle and (i) thereafter this Agreement is terminated by either the Issuer Roselle or the Investor Columbia pursuant to Section 7.1(b)(ii7.1(d) and, if required, Roselle shall have failed to obtain the approval of this Agreement by Roselle Bank’s depositors at the Roselle Depositors Meeting or Section 7.1(b)(iv), any adjournment or postponement thereof at which a vote on the approval of this Agreement was taken or (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses thereafter this Agreement is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination terminated by the Issuer Columbia pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii7.1(f), and (iii) on prior to the date that is twelve (12) months after the date of such termination, Roselle enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same day Acquisition Proposal as the closing that referred to above), then Roselle shall pay Columbia a termination fee of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code$1,500,000 as agreed upon liquidated damages. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.

Termination Fees. (a) Subject toIf, at any time following the Petition Datebut only if, entry of the Approval Order, if this Agreement is terminated pursuant to terminated: (i) (A) if Seller fails to sell the Assigned Patents to Patent Purchaser and license the Retained Patents to Patent Purchaser in material breach of this Agreement, and (B) Seller enters into an agreement with a Third Party to sell, assign or exclusively license a majority of (1) the Assigned Patents and (2) the Retained Patents (except pursuant to a LicenseCo Sale to a Permitted LicenseCo Acquiror) within twelve (12) months after such termination, then Seller shall pay, or cause to be paid, to Patent Purchaser an amount equal to Thirty Million Dollars ($30,000,000) less the amount of the Termination Fee if previously paid to Patent Purchaser in full pursuant to Section 7.1(d)(i8.3(a)(ii) or (the “Wrongful Termination Payment”) concurrently with the consummation of such transaction; or (ii) by Seller pursuant to Section 7.1(c)(ii8.1(c) or Patent Purchaser pursuant to Section 7.1(d)(iii8.1(d), then the Issuer and RAG Seller shall pay, or cause to be jointly and severally obligated paid, to pay liquidated damages in Patent Purchaser an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Termination Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following concurrently with such termination.; (b) Subject to, at any time following Notwithstanding anything to the Petition Date, entry of the Approval Order, if contrary set forth in this Agreement: (i) this Agreement is terminated by either the Issuer Parties agree that in no event shall Seller be required to pay (A) the Wrongful Termination Payment or Termination Fee on more than one occasion or (B) the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv), Termination Fee after having paid the Wrongful Termination Payment; and (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, Parties agree that the Wrongful Termination Payment and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG Termination Fee shall be jointly and severally obligated reduced by any amounts as may be required to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationdeducted or withheld therefrom under applicable Tax Law. (c) Payment Notwithstanding anything to the contrary set forth in this Agreement, but subject to Patent Purchaser’s rights under Section 9.8, Patent Purchaser’s right to receive payment from Seller of the Break-Up Wrongful Termination Payment or the Termination Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii)8.3(a) shall constitute liquidated damages and the sole and exclusive remedy of Patent Purchaser against Seller and its subsidiaries and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees (iicollectively, the “Seller Related Parties”) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), for all losses and (iii) on the same day damages suffered as the closing a result of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part failure of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreementto be consummated or for a breach or failure to perform hereunder or otherwise, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) upon payment of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreementssuch amount, none of the Seller Related Parties would shall have entered into this Agreement. Accordingly, if the Issuer any further liability or RAG fails promptly obligation relating to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce or arising out of this Agreement that results in a judgment against or the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment datetransactions contemplated thereby.

Termination Fees. (a) Subject to, at Notwithstanding any time following provision in this Agreement to the Petition Date, entry of the Approval Ordercontrary, if this Agreement is terminated by Buyer pursuant to (i) and in accordance with Section 7.1(d)(i) or (ii) Section 7.1(c)(ii9.1(e) or Section 7.1(d)(iii9.1(g), then the Issuer and RAG Seller shall be jointly and severally obligated pay to pay liquidated damages in an amount equal to Ten Buyer a fee of One Million Dollars ($10,000,0001,000,000) in cash (the “Break-Up Seller Termination Fee”) to the Investor which shall be inclusive of as promptly as reasonably practicable (and, in any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; providedevent, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date within two (2) Business Days following such termination), payable by wire transfer of immediately available funds. (b) Subject to, at any time following Notwithstanding anything to the Petition Date, entry of the Approval Ordercontrary in this Agreement, if (i) this Agreement is terminated by either the Issuer or the Investor Seller pursuant to and in accordance with Section 7.1(b)(ii) or Section 7.1(b)(iv9.1(f), then Buyer shall pay to a fee of One Million Dollars (ii$1,000,000) prior to such termination an Alternative Transaction Proposal shall have been communicated to in cash (the Issuer or publicly announced“Buyer Termination Fee”) as promptly as reasonably practicable (and, and in any event, within two (iii2) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date Business Days following such termination), payable by wire transfer of immediately available funds. (c) Payment The Parties agree and understand that in no event shall Seller or Buyer, as the case may be, be required to pay the Seller Termination Fee or Buyer Termination Fee (as applicable) on more than one occasion. Notwithstanding anything to the contrary in this Agreement, the Parties hereby acknowledge and agree that in the event the Seller Termination Fee becomes payable and is paid by Seller pursuant to this Section 9.3, then the Seller Termination Fee shall be Buyer’s sole and exclusive remedy against Seller and its former, current and future direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees (collectively, the “Seller Parties”) for any breach, loss or damage, including any loss or damages suffered as a result of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing failure of the transactions referenced in Section 7.2(b)to be consummated, under any theory or for any reason; provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the and upon Seller’s payment of the Break-Up Seller Termination Fee is an integral part to Buyer, the Seller Parties shall have no further liability or obligation under this Agreement and no Person shall have any rights or claims against any of the Seller Parties under this Agreement, whether at law or equity, in contract, in tort or otherwise, and none of the Seller Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement and without such provision Agreement. Notwithstanding anything to the Investor would not have entered into contrary in this Agreement, the Parties hereby acknowledge and agree that Seller’s right to receive payment of the Buyer Termination Fee from Buyer pursuant to this Section 9.3 shall be Seller’s sole and exclusive remedy against Buyer and its former, current and future direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees (collectively, the “Buyer Parties”) with respect to this Agreement and the Break-Up Fee and the Transaction Expenses shalltransactions contemplated hereby, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewithincluding for any breach, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105loss or damages hereunder, 503 and 507(b) including any loss or damages suffered as a result of the Bankruptcy Codefailure of the transactions to be consummated, under any theory or for any reason; and upon Buyer’s payment of the Buyer Termination Fee to Seller, the Buyer Parties shall have no further liability or obligation under this Agreement and no Person shall have any rights or claims against any of the Buyer Parties under this Agreement, whether at law or equity, in contract, in tort or otherwise, and none of the Buyer Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement. (d) Each Party acknowledges Any payment made pursuant to this Article IX shall be net of any amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax Law. (e) The Parties acknowledge and agree that the agreements contained in this Section 7.2 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of are included herein in order to induce the Parties would have entered to enter into this Agreement. Accordingly; accordingly, if Seller or Buyer, as the Issuer or RAG case may be, fails promptly to timely pay any amount due to the Investor pursuant to this Section7.2Section 9.3, and, in order to obtain the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by payment, Buyer or Seller, as the other party in connection with case may be, commences a legal Action to enforce this Agreement that suit which results in a judgment against the paying party other Party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment dateset forth in this Section 9.3, such paying Party shall pay the other Party its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such suit.

Termination Fees. (a) Subject toExcept as set forth in this Section 8.3, at any time following all fees and expenses incurred in connection with this Agreement and the Petition Datetransactions contemplated by this Agreement shall be paid by the party incurring such expenses, entry whether or not the Merger is consummated; provided, however, that the filing fee required under the HSR Act in connection with the transactions contemplated by this Agreement shall be paid 50% by Parent and 50% by the Company. (b) The Company shall pay, or cause to be paid, to Parent by wire transfer of immediately available funds a termination fee and reimbursement of expenses in an amount equal to $2,500,000 (the Approval Order, “Termination Fee”): (i) if this Agreement is terminated by the Company pursuant to (i) Section 7.1(d)(i) 8.1(i), in which case payment shall be made before or concurrently with such termination; (ii) if this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.1(e), 8.1(f) or 8.1(g) or pursuant to Section 7.1(d)(iii8.1(h) as a result of a willful breach by the Company, in which case payment shall be made within two business days of such termination; or (iii) if (A) a proposal or offer related to an Acquisition Transaction shall have been made or proposed to the Company or its shareholders or otherwise publicly announced (whether or not conditional), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (iB) this Agreement is terminated by either the Issuer Parent or the Investor Company pursuant to Section 7.1(b)(ii8.1(b) or Section 7.1(b)(iv), (ii8.1(d) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iiiC) within 12 months following the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months date of such termination, then any Acquired Company enters into a written agreement (whether binding or non-binding) providing for the Issuer and RAG implementation of a proposal or offer related to an Acquisition Transaction or shall consummate any proposal or offer related to an Acquisition Transaction (whether or not such proposal or offer was the same proposal or offer referred to in the foregoing clause (A)), in which case payment shall be jointly and severally obligated to pay made within two business days of the Break-Up Feedate on which such Acquired Company enters into such agreement in principle, arrangement, understanding or Contract or consummates such proposal or offer, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationapplicable. (c) Payment The payment of the Break-Up Termination Fee due shall be compensation and liquidated damages for the loss suffered by Parent as a result of the termination of the Agreement under the circumstances contemplated under Section 7.2(a8.3(b) or Section 7.2(b) will be made (i) prior and to or contemporaneous with such termination in avoid the case difficulty of termination by determining damages under the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering eventcircumstances. The provision for Company shall have no further liability to Parent after the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy CodeTermination Fee. (d) Each Party acknowledges The Parties acknowledge and agree that the agreements contained in this Section 7.2 8.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, none of the Parties would have entered not enter into this Agreement. Accordingly, if If the Issuer or RAG Company fails promptly to pay when due any amount due payable under this Section 8.3 then the Company shall pay to the Investor pursuant to this Section7.2Parent, the Issuer and RAG shall also be jointly and severally obligated to pay any as applicable, its costs and expenses (including attorneys’ feeslegal fees and expenses) incurred by the other party in connection with a any action, including the filing of any lawsuit or other legal Action action, taken to enforce this Agreement that results in a judgment against the paying party for such amountcollect payment, together with interest on such overdue amount (for the amount period commencing as of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent in full) at a rate per annum equal to the “prime rate” (but excludingas announced by Bank of America or any successor thereto) in effect on the payment datedate such overdue amount was originally required to be paid plus 2%.

Termination Fees. (a) Subject to, at any time following the Petition Date, entry In recognition of the Approval Orderefforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, if this Agreement is terminated pursuant to Section 8.1(a)(v) or Section 8.1(a)(vi), then (i) in the case of termination under Section 7.1(d)(i) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii8.1(a)(v), then the Issuer and RAG shall be jointly and severally obligated to HBC shall, within three (3) Business Days after such termination, pay liquidated damages in CenterState an amount equal to Ten Million Dollars $900,000, and (ii) in the case of a termination under Section 8.1(a)(vi), HBC shall, simultaneously with such termination and as a condition thereof, pay CenterState an amount equal to $10,000,000) 900,000, in each case by wire transfer of same-day funds (the applicable amount to be paid pursuant to the immediately preceding clauses (i) and (ii) being the “Break-Up HBC Termination Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination). (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) If this Agreement is terminated by either the Issuer or the Investor pursuant to Party under Section 7.1(b)(ii) or Section 7.1(b)(iv8.1(a)(vii), and prior thereto there has been publicly announced an Acquisition Proposal, then if within six (ii6) prior to months of such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer HBC or any of its Significant Subsidiaries subsequently either (i) enters into a definitive agreement with respect to such Acquisition Proposal or (ii) consummates any Alternative Transaction such Acquisition Proposal, HBC shall, within three (3) Business Days after the first to occur of the foregoing, pay CenterState the HBC Termination Fee set forth in Section 8.4(a)(i) by wire transfer of same-day funds. For purposes of the immediately preceding clauses (i) and (ii), the references to twenty percent (20%) in the definition of Acquisition Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated deemed to pay the Break-Up Fee, as liquidated damages, be references to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationfifty percent (50%). (c) Payment of Notwithstanding anything to the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination contrary in this Agreement, other than in the case of termination by the Issuer pursuant to Section 7.1(c)(ii)a willful and material breach of this Agreement, (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up HBC Termination Fee is an integral part pursuant to this Section 8.4 shall fully discharge HBC from, and be the sole and exclusive remedy of the transactions contemplated other Party with respect to, any and all losses that may be suffered by this Agreement and without such provision other Party based upon, resulting from or arising out of the Investor would not have entered into circumstances giving rise to such termination of this Agreement, and . In no event shall HBC be required to pay the Break-Up HBC Termination Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Codeon more than one occasion. (d) Each Party acknowledges The Parties agree that the agreements contained in this Section 7.2 8.4 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, none of the Parties would have entered not enter into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.

Termination Fees. (a) Subject to, at Notwithstanding any time following the Petition Date, entry other provision of the Approval Orderthis Agreement, if this Agreement is terminated pursuant to (i) Section 7.1(d)(ieither of Sections 11.1(e) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii11.l(f), then the Issuer and RAG Company shall be jointly and severally obligated immediately pay to pay liquidated damages in an amount equal to Ten II-VI a break-up fee of Two Million Dollars ($10,000,0002,000,000) (the “Break-Up Fee”) to "TERMINATION FEE"). The parties hereto agree that the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that are due will compensate MergerSub for the costs incurred, efforts expended and payable hereunder that have not been paid theretofore; provided, that if opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the payment expectation of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval consummation of the Bankruptcy Courttransactions contemplated hereby, the Issuer shall use its best efforts which amount would otherwise be impossible to obtain such approval at the earliest date following such terminationcalculate with precision. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if If (i) the Company shall have actually paid to Union Miniere USA Inc. the termination fee contemplated by the UM Merger Agreement, and (ii) and this Agreement is terminated by either for any reason other than as set forth in the Issuer or the Investor pursuant proviso to Section 7.1(b)(ii) or Section 7.1(b)(ivthis subsection (b), then II-VI shall pay Laser Power a termination fee of Two Million Five Hundred Thousand Dollars (ii$2,500,000) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day cash promptly after the date of such termination, PROVIDED, that II-VI shall not be obligated to pay such termination in fee if (A) prior to the case consummation of termination by the Investor Offer, a third party shall have publicly announced a Third-Party Acquisition proposal, subsequent to which the Minimum Condition under the Offer shall be not have been satisfied; (B) the Agreement shall have been terminated pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b11.1(e); provided(C) the Agreement shall have been terminated pursuant to Section 11.1(d) as a result of an action, that if suit or proceeding brought by any person other than a Governmental Entity; or (D) the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval Agreement shall have been terminated by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering eventII-VI or MergerSub pursuant to Section 11.1(c) hereof. The provision termination fee provided for the in this subsection (b) constitutes liquidated damages. Upon payment of the Break-Up Fee is an integral part of the transactions contemplated termination fee provided by this Agreement section, the Company shall have no other rights or claims against II-VI or MergerSub and without such provision the Investor would not neither II-VI nor MergerSub shall have entered into any other or further obligations under this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.

Termination Fees. To compensate the parties for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by such parties, the Company and Sterling agree as follows: (a) Subject toProvided that neither Sterling nor Bancorporation shall be in material breach of its obligations under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by the Company specifying in reasonable detail the basis of such alleged breach), at the Company shall pay to Sterling the sum of $2,500,000 (the "Company Termination Fee"), plus reasonable out-of-pocket expenses, not in excess of $500,000 (including, without limitation, amounts paid or payable to banks and investment bankers, fees and expenses of counsel and printing expenses) (such expenses are hereinafter referred to as the "Sterling Expenses") incurred by Sterling or any time following the Petition Date, entry of its Affiliates in connection with or arising out of the Approval Ordertransactions contemplated by this Agreement, regardless of when those expenses are incurred, if this Agreement is terminated pursuant to (i) by the Company under the provisions of Section 7.1(d)(i) or 10.01(a)(v), (ii) by either Sterling or the Company under the provisions of Section 7.1(c)(ii10.01(a)(vi) or Section 7.1(d)(iii), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) due to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment failure of the Break-Up Fee and/or Company's stockholders to approve and adopt this Agreement and the Transaction Expenses by Merger, if at the Issuer is subject time of such failure to so approve and adopt this Agreement and the Merger there shall exist an Acquisition Proposal with respect to the approval Company and, within nine months of the Bankruptcy Courttermination of this Agreement, the Issuer Company enters into a definitive agreement with any third party with respect to any Acquisition Proposal with respect to the Company or (iii) by Sterling under the provisions of Section 10.01(a)(vii). Sterling shall use its best efforts to obtain such approval at provide the earliest date following such terminationCompany with an itemization of Expenses. (b) Subject toProvided that the Company shall not be in material breach of its obligations under this Agreement (which breach has not been cured promptly following receipt of written notice thereof by Sterling specifying in reasonable detail the basis of such alleged breach), at any time following the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv), (ii) prior to such termination an Alternative Transaction Proposal Sterling shall have been communicated pay to the Issuer Company the sum of $2,500,000 plus reasonable out-of-pocket expenses, not in excess of $250,000 (including, without limitation, amounts paid or publicly announcedpayable to brokers and finders, fees and expenses of counsel) (iii) such expenses are hereinafter referred to as the Issuer "Company Expenses"; the Company Expenses and the Sterling Expenses may be referred to, either separately or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Feecollectively, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses "Expenses") incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination Company in the case of termination by the Investor pursuant to Section 7.1(d)(i) connection with or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part arising out of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, regardless of when those expenses are incurred, if following any Sterling Change of Control, Sterling or its successor terminates this Agreement pursuant to Section 10.01(a)(ix), and (ii) Sterling shall pay to the Break-Up Company the sum of $500,000 plus Company Expenses if Sterling terminates this Agreement under the provisions of Section 10.01(a)(viii). The $2,500,000 and $500,000 sums payable by Sterling pursuant to clauses (i) and (ii) above, respectively, are referred to as the "Sterling Termination Fee;" the Sterling Termination Fee and the Transaction Expenses shallCompany Termination Fee may be referred to either separately or collectively, subject to Bankruptcy Court approval as the "Termination Fee." The Company will provide Sterling with an Itemization of the Company Expenses. (if applicablec) and Any payment required by either paragraph (a) or (b) of this Section 8.11 shall become payable within two Business Days after termination of this Agreement or, in the case of reimbursement of any Expenses, promptly after (but in no event later than three Business Days following) delivery to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) other party of the Bankruptcy Codeitemization of Expenses. (d) Each Party acknowledges The Company and Sterling acknowledge that the agreements contained in this Section 7.2 8.11 are an integral part of the transactions contemplated by in this Agreement Agreement, and that, without these agreements, none of neither the Parties Company nor Sterling would have entered enter into this Agreement. Accordingly; accordingly, if either the Issuer Company or RAG Sterling fails to promptly to pay any amount due the applicable Termination Fee or Expenses when due, the Company and Sterling, as appropriate, shall in addition thereto pay to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any other all costs and expenses (including attorneys’ feesfees and disbursements of counsel) incurred by in collecting such Termination Fee or Expenses, as the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amountcase may be, together with interest on the amount of the Termination Fee or Expenses (or any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. portion thereof) from the date such fee, cost or expense payment was required to be paid made until the date such payment is received at the prime rate as reported in The Wall Street Journal as in effect from time to (but excluding) the payment datetime during such period.

Termination Fees. (a) Subject to, at any time following In the Petition Date, entry of the Approval Order, if event that this Agreement is validly terminated pursuant to (i) by Seller pursuant to Section 7.1(d)(i9.01(d) (arising from a material breach of Buyer’s covenants set forth in Section 5.22 or a material breach of Buyer’s representations or warranties set forth in Section 4.05) or Section 9.01(f) or (ii) by Buyer or Seller pursuant to Section 7.1(c)(ii9.01(e), if at the time of, or prior to, such termination pursuant to Section 9.01(e), Seller would have been entitled to terminate this Agreement pursuant to Section 9.01(d) (arising from a material breach of Buyer’s covenants set forth in Section 5.22 or a material breach of Buyer’s representations or warranties set forth in Section 4.05) or Section 7.1(d)(iii9.01(f)), then Buyer shall promptly, but in no event later than five (5) Business Days after the Issuer and RAG shall date of such termination, pay or cause to be jointly and severally obligated paid to pay liquidated damages Seller or its designee, a nonrefundable fee in an amount equal to Ten Million Dollars ($10,000,000) 112,775,000 (the “Break-Up Reverse Termination Fee”) to by wire transfer of immediately available funds. Solely for the Investor which shall be inclusive purposes of any Transaction Expenses incurred prior to such termination establishing the basis for the amount thereof, the Parties hereby agree that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Reverse Termination Fee and/or is a liquidated damage and not a penalty and the Transaction Expenses by the Issuer is subject to the approval payment of the Bankruptcy CourtReverse Termination Fee in the circumstances specified herein is supported by due and sufficient consideration. Under no circumstances will Buyer be required to pay the Reverse Termination Fee, or any portion thereof, more than once, it being understood that in no event will the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationReverse Termination Fee be payable on more than one (1) occasion. (b) Subject to, at any time following If Buyer fails to timely pay the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer or the Investor Reverse Termination Fee when due pursuant to this Section 7.1(b)(ii) or Section 7.1(b)(iv)9.03 and, (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts in order to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is Seller commences an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against Buyer or the paying party Guarantors for the Reverse Termination Fee, Buyer shall pay to Seller or its designee by wire transfer of immediately available funds Seller’s and its Affiliates’ reasonable and documented out-of-pocket costs of collection and reasonable and documented out-of-pocket fees and expenses (including reasonable attorneys’ fees) actually incurred in connection with such Action (the “Termination Fee Collection Costs”). (c) Notwithstanding anything to the contrary in this Agreement, in the event this Agreement is terminated in circumstances where the Reverse Termination Fee is payable and is paid by Buyer pursuant to Section 9.03(a), then the sole and exclusive remedy of Seller and its Affiliates and each of its and its Affiliates’ respective current, former or future shareholders, partners, members, officers, directors, managers, employees, agents, advisors and other Representatives, and their respective assignees (collectively, the “Seller Related Parties”), whether at law, in equity, in contract, in tort or otherwise, against any of Buyer, the Guarantors, any Equity Financing Source, any Financing Source, any of their respective Affiliates, any of their and their Affiliates’ respective direct or indirect current, former or future shareholders, partners, members, officers, directors, managers, employees, agents, advisors and other Representatives, and their respective assignees (collectively, the “Buyer Related Parties”)) for any breach, loss or damage in connection with this Agreement, any other Transaction Document, or the transactions contemplated hereby (and the termination of this Agreement or any matter forming the basis for such amount, together with interest on the amount termination (including for any assertion of any unpaid feewillful and material breach or otherwise) shall be to receive payment of the Reverse Termination Fee plus the Termination Fee Collection Costs, cost if any, and Buyer will not (nor will any other Buyer Related Party) have any liability or expense at the publicly announced prime rate obligation to Seller or any other Seller Related Party relating to or arising out of Citibankthis Agreement or any other Transaction Document, N.A. from the date such fee, cost or expense was required in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be paid made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, in each case, other than any obligations of the Guarantors under the Guarantee. Notwithstanding anything to the contrary herein, (i) this Section 7.3 shall not relieve Buyer or its Affiliates from any liability for any breaches of the Confidentiality Agreement and (ii) it is agreed and understood that, notwithstanding anything herein to the contrary, Seller shall be entitled, under all circumstances, to pursue claims for both specific performance or other injunctive or equitable relief under Section 10.14 as well as any Reverse Termination Fee hereunder, but in no event shall Seller be entitled to both specific performance to consummate the Closing and payment of the Reverse Termination Fee. Upon receipt of the Reverse Termination Fee plus the Termination Fee Collection Costs, if any, by Seller, Seller agrees to cause any Action pending in connection with this Agreement or the transactions contemplated hereby by any of Seller or its Affiliates, and to use its reasonable best efforts to cause any such Action by any other Seller Related Party against Buyer or any Buyer Related Party, to be dismissed with prejudice promptly, and in any event within three (3) Business Days, after receipt of the Reverse Termination Fee plus the Termination Fee Collection Costs, if any. (d) Notwithstanding anything herein to the contrary, Seller (on behalf of itself and the Seller Related Parties) hereby waives any rights or claims against any Financing Source or any of its Affiliates or any of its or their respective direct or indirect current, former or future shareholders, partners, members, officers, directors, managers, employees, agents, advisors or other Representatives, or their respective assignees (collectively, including the Financing Sources, the “Financing Source Related Parties”) in connection with this Agreement, the Debt Financing or the Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and Seller (on behalf of itself and the Seller Related Parties) agrees not to commence (and if commenced, agrees to dismiss or otherwise terminate) any Action against any Financing Source Related Party in connection with this Agreement, the Debt Financing or the Debt Commitment Letter, other than, for the avoidance of doubt, from and after the Closing Date, under any definitive agreements executed in connection with the Debt Financing (but excludingnot, for the avoidance of doubt, under this Agreement) to the payment dateextent Seller and/or its Affiliates are party thereto. In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Related Party shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to Seller or the Seller Related Parties in connection with this Agreement or the transactions contemplated by this Agreement, other than, for the avoidance of doubt, from and after the Closing Date, under any definitive agreements executed in connection with the Debt Financing (but not, for the avoidance of doubt, under this Agreement) to the extent Seller and/or its Affiliates are party thereto. Notwithstanding the foregoing, nothing in this Section 9.03 shall in any way limit or modify the rights and obligations of Buyer (or its permitted assignee) under the Debt Commitment Letter.

Termination Fees. (a) Subject to, at any time following In the Petition Date, entry of the Approval Order, if this Agreement is terminated pursuant to event (i) Section 7.1(d)(i) Seller is not in breach of any representation or warranty and has performed or observed in all material respects the covenants and agreements hereof to be performed or observed by it and (ii) Seller terminates this Agreement pursuant to Section 7.1(c)(ii) or Section 7.1(d)(iii11.1(c), then (x) $500,000 of the Issuer principal amount of the Convertible Note and RAG any interest thereon shall be jointly forgiven in full and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000y) (the “Break-Up Fee”) maturity date of the Convertible Note with respect to the Investor which remaining outstanding principal amount of the Convertible Note shall be inclusive of any Transaction Expenses incurred prior extended from December 31, 2008 to such termination that are due and payable hereunder that have not been paid theretofore; providedDecember 31, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination2009. (b) Subject to, at any time following In the Petition Date, entry of the Approval Order, if event (i) Buyer is not in breach of any representation or warranty and has performed or observed in all material respects the covenants and agreements hereof to be performed or observed by it and (ii) either Buyer terminates this Agreement is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv11.1(c), (ii) prior Section 11.1(e), or Seller terminates this Agreement pursuant to such termination Section 11.1(g), then Seller shall pay to Buyer an Alternative Transaction Proposal shall have been communicated amount equal to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Seller Termination Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment As used herein, the Seller Termination Fee shall equal the amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000), plus the amount of the Break-Up expense incurred by Buyer's Affiliate of hosting the Transition Meeting. The Seller Termination Fee due under Section 7.2(a) or Section 7.2(b) will being the parties fair estimation of the damages to be made (i) prior to or contemporaneous with suffered by Buyer in such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii)event, and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code.a penalty, (d) Each Party acknowledges In the event of any termination of this Agreement by either party other than by Seller pursuant to Section 11.1(c) or by either party pursuant to Section 11.1(d) and (f), the Parent agrees that the agreements contained in this Section 7.2 are an integral part Convertible Note shall become due and payable on the later of thirty (30) days thereafter or December 31, 2008. In the transactions contemplated by event of any termination of this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor by either party other than by Seller pursuant to this Section7.2, Section 11.1(c) Seller and/or Parent shall refund to Buyer the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party Prepayment Amount as provided in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment dateSection 2.5(b)(1).

Termination Fees. (a) Subject to, at Notwithstanding any time following provision in this Agreement to the Petition Date, entry of the Approval Order, if contrary if: (i) (A) this Agreement is terminated by the Company pursuant to Section 7.1(b) and (B) concurrently with or within nine (9) months after such termination, any definitive agreement providing for a Qualifying Transaction shall have been entered into that provides a value per Share not less than the Merger Consideration, (ii) (A) prior to the termination of this Agreement, any Alternative Proposal (substituting 50% for the 25% threshold set forth in the definition of Alternative Proposal) or the bona fide intention of any Person to make an Alternative Proposal (a “Qualifying Transaction”) is publicly proposed or publicly disclosed or otherwise made known to the Company prior to, and not withdrawn at the time of, the Company Meeting, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) and (C) concurrently with or within nine (9) months after such termination, any definitive agreement providing for a Qualifying Transaction shall have been entered into and in any instance such Qualifying Transaction shall have been consummated, (iii) this Agreement is terminated by the Company pursuant to Section 7.1(g) on or prior to the Solicitation Period End Date, or (iv) this Agreement is terminated by the Company pursuant to Section 7.1(g) after the Solicitation Period End Date, then the Company shall (a) in the case of clause (i), reimburse Parent for the documented out-of-pocket fees and expenses reasonably incurred by it in connection with this Agreement and the transactions contemplated by this Agreement in an aggregate amount not to exceed $7.5 million in cash; (b) in the case of clause (ii), pay to (or as directed by) Parent a fee of $45 million in cash; (c) in the case of clause (iii), pay to (or as directed by) Parent a fee of $25 million in cash and reimburse Parent for the documented out-of-pocket fees and expenses reasonably incurred by it in connection with this Agreement and the transactions contemplated by this Agreement in an aggregate amount not to exceed $7.5 million in cash; or (d) in the case of clause (iv), pay to (or as directed by) Parent a fee of $45 million in cash (each of such payments, the “Company Termination Fee”). The Company Termination Fee shall be paid: (a) in the case of clause (i), on the date such definitive agreement is entered into; (b) in the case of clause (ii), on the date such Qualifying Transaction is consummated; and (c) in the case of clauses (iii) and (iv), on the date this Agreement is terminated by the Company, in each case by wire transfer of same day funds as directed by Parent reasonably in advance. Upon payment of the Company Termination Fee, the Company shall have no further liability with respect to this Agreement or the transactions contemplated by this Agreement to Parent or its stockholders. Notwithstanding any provision in this Agreement to the contrary, in no event shall the Company be required to pay the Company Termination Fee referred to in this Section 7.2 on more than one occasion. (b) In the event that this Agreement is terminated by the Company pursuant to (i) Section 7.1(d)(i7.1(b) and the conditions set forth in Sections 6.1 and 6.3 would have been satisfied had the Closing been scheduled on the End Date or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii7.1(h), then the Issuer and RAG Parent or its affiliates shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) 45 million (the “Break-Up Parent Termination Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses Company or as directed by the Issuer is subject to the approval of the Bankruptcy CourtCompany as promptly as reasonably practicable (and, the Issuer shall use its best efforts to obtain such approval at the earliest date in any event, within two (2) business days following such termination. (b) Subject to), at any time following payable by wire transfer of same day funds. Under no circumstances shall the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer or the Investor Parent Termination Fee be payable more than once pursuant to this Section 7.1(b)(ii) or Section 7.1(b)(iv7.2(b), (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be Any payment made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to this Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval 7.2 shall be sought by net of any amounts as may be required to be deducted or withheld therefrom under the Issuer at the earliest date possible following such triggering event. The Code or under any provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreementstate, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Codelocal or foreign Tax Law. (d) Each Party acknowledges of the Company, Parent and Merger Sub acknowledge that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, none of neither the Parties Company nor Parent would have entered into this Agreement, and that any amounts payable pursuant to this Section 7.2 do not constitute a penalty. Accordingly, if If the Issuer or RAG Company fails promptly to pay as directed in writing by Parent any amount amounts due to accounts designated by Parent pursuant to this Section 7.2 within the time periods specified in this Section 7.2 or Parent fails to pay the Company any amounts due to the Investor Company pursuant to this Section7.2Section 7.2 within the time periods specified in this Section 7.2, the Issuer and RAG Company or Parent, as applicable, shall also be jointly and severally obligated to pay any the costs and expenses (including attorneys’ feesreasonable legal fees and expenses) incurred by Parent or the other party Company, as applicable, in connection with a legal Action any action, including the filing of any lawsuit, taken to enforce this Agreement that results in a judgment against the paying party for collect payment of such amountamounts, together with interest on the amount of any such unpaid fee, cost or expense amounts at the publicly announced prime lending rate of Citibankprevailing during such period as published in The Wall Street Journal, N.A. calculated on a daily basis from the date such fee, cost or expense was amounts were required to be paid until the date of actual payment. Notwithstanding anything to the contrary in this Agreement, the Company agrees that (but excludingother than in the case of fraud) (i) the Company’s right to receive payment dateof the Parent Termination Fee from Parent pursuant to the terms of this Section 7.2 (and the Guaranteed Amount from the Guarantors pursuant to the Guarantees) shall be the sole and exclusive remedy available to the Company, its affiliates and its Subsidiaries against Parent, Merger Sub, the Guarantors and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates or agents in the event that it has incurred any losses or damages, or suffered any harm, with respect to this Agreement or the transactions contemplated by this Agreement (including any loss suffered as a result of the failure of the Merger to be consummated), and upon payment of the Parent Termination Fee, none of Parent, Merger Sub, the Guarantors or any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement under any theory for any reason (except for intentional breach of this Agreement, as set forth in subclause (ii)), (ii) in the case of any intentional breach of this Agreement (and irrespective of whether the Parent Termination Fee has been paid), Parent and Guarantors shall in no event collectively (whether or not this Agreement shall have been terminated) be directly or indirectly liable for losses and damages arising from or in connection with such intentional breach in an aggregate amount in excess of $215,000,000 (the “Guaranteed Amount”) (for the avoidance of doubt, if Parent (or the Guarantors) pay a Parent Termination Fee, such fee shall be included in the calculation of such aggregate amount), (iii) the maximum liability of each Guarantor, directly or indirectly, shall be limited to the express obligations of such Guarantor under its Guarantee, and (iv) in no event (other than in the case of fraud) shall the Company, its affiliates or Subsidiaries seek or be entitled to recover any money damages in the aggregate in excess of the Guaranteed Amount from Parent, Merger Sub, the Guarantor, or any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates or agents.

Termination Fees. (a) Subject toIn the event that the Buyer or Rome terminates this Agreement pursuant to Sections 9.1(b) (End Date) or Section 9.1(c) (Legal Restraints) (with respect to Section 9.1(c) (Legal Restraints), solely to the extent the applicable Legal Restraint arises under any Antitrust Law) and, at any the time following the Petition Dateof such termination, entry of the Approval Order, if this Agreement is terminated pursuant to (i) the conditions set forth in at least one of Section 7.1(d)(i8.1(a) (Antitrust Approvals) or Section 8.1(b) (Legal Restraints) (with respect to Section 8.1(b) (Legal Restraints), solely to the extent the failure of such condition to be satisfied arises as a result of a Legal Restraint under any Antitrust Law) shall not have been satisfied or validly waived and the failure of any such condition to be satisfied shall not have been the result of any breach of, or failure to performs its obligations under, this Agreement by any Seller or the Company and (ii) Section 7.1(c)(ii) all of the other conditions set forth in Article VIII have been satisfied or Section 7.1(d)(iiivalidly waived (except for those conditions that by their terms must be satisfied at the Closing, provided that such conditions would have been so satisfied if the Closing would have occurred on the date of termination), then the Issuer and RAG shall Buyer shall, upon the written request of the Company (such request to be jointly and severally obligated delivered to the Buyer no later than thirty (30) days following the date of termination of this Agreement) (a “Termination Fee Request”), pay liquidated damages to the Sellers (in accordance with their respective Pro Rata Portions) an amount aggregate fee equal to Ten Million Dollars ($10,000,000) [ * * * ] (the “Break-Up Termination Fee”) to ), by wire transfer on the Investor which shall be inclusive second Business Day following delivery of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have request. In the event the Company does not been paid theretofore; provided, that if deliver a Termination Fee Request in accordance with the payment of the Break-Up preceding sentence (a “Termination Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(ivForfeiture”), (iiA) prior each Seller shall be deemed to such termination an Alternative Transaction Proposal shall have been communicated irrevocably waived its right to receive its Pro Rata Portion of the Issuer or publicly announced, Termination Fee and (iiiB) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then Company and the Issuer and RAG Sellers shall be jointly and severally obligated entitled to pursue all other available remedies (subject to Section 9.2). In no event shall the Buyer be required to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Termination Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationon more than one occasion. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.

Termination Fees. (a) Subject toExcept as set forth in this Section 8.3, at any time following all fees and expenses incurred in connection with this Agreement and the Petition Datetransactions contemplated by this Agreement shall be 30. paid by the Party incurring such expenses, entry of whether or not the Approval OrderTransactions are consummated; provided, however, that if this Agreement is terminated pursuant to (i) by the Purchaser or the Seller pursuant to Section 7.1(d)(i8.1(d) and both (A) at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made and (B) within 12 months following the termination of this Agreement an Acquisition Transaction shall have been consummated by either of the Seller Corporations or either of the Seller Corporations shall have entered into a definitive agreement contemplating an Acquisition Transaction (that is ultimately consummated), or (ii) by the Purchaser pursuant to Section 7.1(c)(ii) or Section 7.1(d)(iii8.1(e), then (without limiting any obligation of the Issuer and RAG shall be jointly and severally obligated Seller to pay liquidated damages any fee payable pursuant to Section 8.3(b)), the Seller shall make a nonrefundable cash payment to the Purchaser in an amount equal to Ten Million the aggregate amount of all reasonable fees and expenses (including all reasonable attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of the Purchaser in connection with the preparation and negotiation of this Agreement and the other Transactional Agreements in an amount not to exceed One Hundred and Fifty Thousand U.S. Dollars ($10,000,000US$150,000). In the event of a termination described in clause (i) (the “Break-Up Fee”) to the Investor which above, such payment shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval made at the earliest date following time such terminationAcquisition Transaction is consummated, and in the event of a termination described in clause (ii) above, such payment shall be made immediately upon the termination of this Agreement. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if If (i) this Agreement is terminated by either the Issuer Purchaser or the Investor Seller pursuant to Section 7.1(b)(ii8.1(d) and both (A) at or Section 7.1(b)(iv), (ii) prior to such the time of the termination of this Agreement an Alternative Transaction Acquisition Proposal shall have been communicated to the Issuer disclosed, announced, commenced, submitted or publicly announcedmade, and (iiiB) within 12 months following the Issuer termination of this Agreement an Acquisition Transaction shall have been consummated by either of the Seller Corporations or any either of its Subsidiaries subsequently consummates any Alternative the Seller Corporations shall have entered into a definitive agreement contemplating an Acquisition Transaction Proposal within eighteen (18that is ultimately consummated), or (ii) months of such terminationthis Agreement is terminated by the Purchaser pursuant to Section 8.1(e), then the Issuer and RAG Seller shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due Purchaser, in cash (and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject in addition to the approval amounts payable pursuant to Section 8.3(a)), a nonrefundable fee in an amount equal to One Hundred and Fifty Thousand U.S. Dollars (US$150,000). In the event of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made a termination described in clause (i) prior to or contemporaneous with above, such termination payment shall be made at the time such Acquisition Transaction is consummated, and in the case event of a termination by the Issuer pursuant to Section 7.1(c)(ii), described in clause (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such paymentabove, such payment will shall be made no later than immediately upon the close termination of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.

Termination Fees. (a) Subject to, at Notwithstanding any time following provision of this Agreement to the Petition Date, entry of the Approval Ordercontrary, if this Agreement is terminated pursuant to (i) Section 7.1(d)(i8.1(d) or (ii) Section 7.1(c)(ii8.1(b) and prior to such time Parent or Section 7.1(d)(iii)either Seller shall have breached any of its representations, warranties, covenants or agreements herein which breach remains uncured and results in the failure of a condition in Sections 6.1 or 6.2 to be satisfied, then in either case, the Issuer and RAG shall be Sellers jointly and severally obligated to pay liquidated damages in shall reimburse the Purchasers an amount equal to Ten Million Dollars the reasonable costs and expenses incurred by each of the Purchasers and any of their Affiliates on their behalf ($10,000,000including, reasonable attorney and accountant fees and expenses) up to a maximum aggregate amount of 1% of the Purchase Price in connection with the transactions contemplated by this Agreement within two (2) business days after presentment by the Purchasers of supporting documentation in reasonable detail (any such payment, “Break-Up FeeExpenses”) ). In the event that any Expenses are paid to the Investor which Purchasers pursuant to this Section 8.3(a), such payment of Expenses shall be inclusive reduce the amount of any Transaction Expenses incurred prior Termination Fee payable pursuant to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses Section 8.3(b) on a dollar for dollar basis by the Issuer is subject to the approval amount of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationExpenses. (b) Subject toWithout limiting the generality of Section 8.3(a), at if: (i) (A) this Agreement is terminated pursuant to (I) Section 8.1(d) or (II) Section 8.1(b) and prior to such time Parent or the Sellers shall have breached any time of their respective representations, warranties, covenants or agreements herein which breach remains uncured and results in the failure of a condition in Sections 6.1 or 6.2 to be satisfied; (B) following the Petition Dateexecution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(d) or Section 8.1(b) (under circumstances described in the preceding clause (A)(II)), entry any bona fide Alternative Transaction (substituting fifty percent (50%) for the twenty-five percent (25%) thresholds set forth in the definition of “Alternative Transaction”) or any bona fide Acquisition Proposal for the purchase of all or substantially all the Equity Interests or the sale of all or substantially all of the Approval Orderassets of the Companies (a “Qualifying Transaction”) shall have been publicly announced and not withdrawn or otherwise abandoned; and (C) within three months following the termination of this Agreement pursuant to Section 8.1 (d) or Section 8.1(b) (under circumstances described in the preceding clause (A)(II)), if either the Qualifying Transaction referenced in the immediately preceding clause (iB) is consummated or Parent enters into a definitive agreement providing for the Qualifying Transaction referenced in the immediately preceding clause (B) and, whether or not during such three-month period, such Qualifying Transaction is subsequently consummated; or (ii) this Agreement is terminated by either Parent and the Issuer or the Investor Sellers pursuant to Section 7.1(b)(ii8.1(e) or Section 7.1(b)(iv8.1(g), or by the Purchasers pursuant to Section 8.1(f), then, in the case of the foregoing clause (i) or (ii), as applicable, the Sellers shall pay to the Purchasers a fee equal to $3,870,000 (the “Termination Fee”), such payment to be made, in the case of a termination referenced in clause (i) above, upon consummation of the Qualifying Transaction, or in the case of clause (ii) prior above, concurrently with the termination by the Sellers pursuant to such Section 8.1(e) or Section 8.1(g) or within two (2) business days after termination an Alternative Transaction Proposal by the Purchasers pursuant to Section 8.1(f). For the avoidance of doubt, in no event shall have been communicated to Parent or the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall Sellers be jointly and severally obligated required to pay the Break-Up Fee, as liquidated damages, to the Investor which Termination Fee on more than one occasion. Any such payment shall be inclusive net of any Transaction Expenses incurred prior amounts as may be required to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if be deducted or withheld therefrom under the payment Code or under any provision of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationU.S. state or local tax Law. (c) Payment Each of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party Parties acknowledges that the agreements contained in this Section 7.2 8.3 are an integral part of the transactions contemplated by this Agreement and thatthat the Termination Fee is not a penalty, without these agreements, none but rather is liquidated damages in a reasonable amount that will compensate the Purchasers for the efforts and resources expended and opportunities foregone while negotiating this Agreement and on the expectation of the Parties would have entered into consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision. Accordingly, if the Issuer or RAG fails promptly to pay any amount due Notwithstanding anything to the Investor pursuant to contrary in this Section7.2Agreement, in the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by event that the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was Termination Fee is required to be paid as a result of a termination of this Agreement, the Purchasers’ right to receive payment of the Termination Fee pursuant to this Section 8.3 shall be the exclusive remedy of the Purchasers and their respective Affiliates, if applicable for (but excludingA) the loss suffered as a result of the failure of the Closing to be consummated and (B) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated by this Agreement, and upon payment dateof the Termination Fee in accordance with this Section 8.3, none of Parent, the Sellers or any of their respective stockholders, directors, officers or agents, as the case may be, shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement.

Termination Fees. (a) Subject to, at any time following In the Petition Date, entry of the Approval Order, if this Agreement is terminated pursuant to event that (i) the Sellers shall terminate this Agreement pursuant to Section 7.1(d)(i6.1(d)(i) and at the time of such termination there is no state of facts or circumstances that would reasonably be expected to cause the conditions in Section 4.1 or Section 4.2 not to be satisfied on the End Date assuming the Closing was scheduled on the End Date or (ii) Section 7.1(c)(iithe Sellers shall terminate this Agreement pursuant to Sections 6.1(b)(i) or 6.1(d)(i) because Trident FISG Lender LLC shall have not funded its loan to Newco under the Bridge Credit Facility on or prior to the End Date and there is no state of facts or circumstances that would reasonably be expected, or would reasonably have been expected, to cause all of the conditions in Section 7.1(d)(iii)4.1 and Section 4.2 and all of the conditions to Trident FISG Lender LLC’s obligations under the Bridge Credit Facility to make the loan provided for therein not to be satisfied on the End Date, assuming the Closing was scheduled on the End Date, then the Issuer and RAG Trident Investors shall be jointly and severally obligated pay to pay liquidated damages FISV a termination fee of $23,000,000 in an amount equal to Ten Million Dollars ($10,000,000) cash (the “Break-Up Termination Fee”) ), it being understood that in no event shall the Trident Investors be required to pay the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Termination Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationon more than one occasion. (b) Subject to, at any time following In the Petition Date, entry of event that the Approval Order, if (i) Trident Investors shall terminate this Agreement is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii6.1(c)(i) and at the time of such termination there is no state of facts or circumstances that would reasonably be expected to cause the conditions in Section 4.1 or Section 7.1(b)(iv), (ii) prior 4.3 not to such termination an Alternative Transaction Proposal shall have been communicated to be satisfied on the Issuer or publicly announced, and (iii) End Date assuming the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such terminationClosing was scheduled on the End Date, then the Issuer and RAG Sellers shall pay to the Trident Investors the Termination Fee in cash, it being understood that in no event shall the Sellers be jointly and severally obligated required to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Termination Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationon more than one occasion. (c) Payment Any payment of the Break-Up Termination Fee due under required to be made pursuant to Section 7.2(a6.2(a) or Section 7.2(b6.2(b) will shall be made to FISV or the Trident Investors, as applicable, promptly following termination of this Agreement (i) prior to or contemporaneous with such termination and in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), any event not later than ten (ii) within one (110) Business Day Days after delivery to the date Trident Investors or FISV, as applicable, of such termination in the case notice of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iiidemand for payment), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will shall be made no later than by wire transfer of immediately available funds to an account or accounts to be designated in writing by FISV or the close of business on the next Business Day following approval by the Bankruptcy Court thereofTrident Investors, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if as applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) In the event that any party shall fail to pay the Termination Fee required pursuant to this Section 6.2 when due, such Termination Fee shall accrue interest for the period commencing on the date such Termination Fee became past due, at a rate equal to the Prime Rate calculated on a daily basis until the date of actual payment. Each Party of the Trident Investors and the Sellers acknowledges that the Termination Fee and the other provisions of Section 6.1 and this Section 6.2 are an integral part of this Agreement and that, without these agreements, the Sellers and the Trident Investors would not enter into this Agreement. (e) Each of the parties hereto acknowledges that the agreements contained in this Section 7.2 6.2 are an integral part of the transactions contemplated by this Agreement and thatthat the Termination Fee is not a penalty, without these agreementsbut rather is liquidated damages in a reasonable amount that will compensate the Sellers or the Trident Investors, as applicable, in the circumstances in which such Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, in the absence of a Closing (but subject in all cases to Section 8.13), (x) FISV’s right to receive payment of the Termination Fee from the Trident Investors pursuant to this Section 6.2 or the guaranty thereof pursuant to the Limited Guaranty shall be the sole and exclusive, direct or indirect, remedy of the Sellers and their respective Subsidiaries against the Trident Investors, Trident IV, Holdco, Newco, Trident FISG Lender LLC and/or any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents, general or limited partners, Affiliates, Representatives or assignee of any of the foregoing (each, a “Trident Affiliate”) for the loss suffered as a result of the failure to consummate the transactions contemplated by this Agreement or any of the Transaction Documents to be consummated at the Closing (regardless of whether this Agreement is terminated), including in the event the Trident Investors breach their representations, warranties, covenants, agreements or obligations under this Agreement, and upon payment of the Termination Fee, none of the Parties would Trident Investors, Trident IV or any Trident Affiliate shall have entered into any further liability or obligation of any kind whatsoever relating to or arising out of this Agreement. AccordinglyAgreement or the transactions contemplated hereby, if and (y) the Issuer or RAG fails promptly Trident Investors’ right to pay any amount due to receive payment of the Investor Termination Fee from the Sellers pursuant to this Section7.2Section 6.2 shall be the sole and exclusive, direct or indirect, monetary remedy of the Issuer Trident Investors, Holdco and RAG Newco against the Sellers and/or any of their respective former, current or future stockholders, directors, officers, employees, agents, Affiliates, Representatives or assignee of any of the foregoing (each, a “Seller Affiliate”) for the loss suffered as a result of the failure to consummate the transactions contemplated by this Agreement or any of the Transaction Documents to be consummated at the Closing (regardless of whether this Agreement is terminated), including in the event the Sellers breach their representations, warranties, covenants, agreements or obligations under this Agreement, and upon payment of the Termination Fee, none of the Sellers or any Seller Affiliate shall also be jointly and severally obligated have any further monetary liability or obligation of any kind whatsoever relating to pay any costs and expenses (including attorneys’ fees) incurred by or arising out of this Agreement or the other party transactions contemplated hereby, provided that the foregoing shall not prevent the Trident Investors, Holdco or Newco from seeking equitable relief in connection with this Agreement, including pursuant to Section 8.13. Notwithstanding anything to the contrary herein, (i) in no event shall any party be required to pay fees or damages payable pursuant to this Section 6.2 on more than one occasion, (ii) in no event shall any party have to pay a legal Action Termination Fee pursuant to enforce more than one subsection of this Section 6.2 and (iii) in no event shall any party be subject to liability, under this Agreement that results in a judgment against the paying party for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment datecircumstance not set forth in this Section 6.2.

Termination Fees. (a) Subject to, at any time following In the Petition Date, entry of the Approval Order, if this Agreement is terminated pursuant to (i) Section 7.1(d)(i) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination.event that: (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer CAG or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv8.1(b), (ii) prior Holdco has not yet received the Equity Financing that is the subject of the condition set forth in Section 5.10, and all other conditions to such termination an Alternative Transaction Proposal shall Closing for the Parties hereunder have been communicated to satisfied or are capable of being satisfied (or waived in the Issuer or publicly announcedcase of the CAG Parties), and (iii) the Issuer or other than any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder conditions that have not been paid theretofore; provided, that if the payment satisfied or are not capable of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. being satisfied (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination waived in the case of termination the CAG Parties) because of a breach by Investor of its obligations hereunder or any failure of Holdco to receive the Issuer Equity Financing; or (ii) this Agreement is terminated by Investor pursuant to Section 7.1(c)(ii8.1(d), and the condition in Article V that shall have become incapable of fulfillment on or before the End Date is the condition in Section 5.10 that Holdco shall have received the Equity Financing, and all other conditions to Closing for the Parties hereunder have been satisfied or are capable of being satisfied (ii) within one (1) Business Day after the date of such termination or waived in the case of termination the CAG Parties), other than any conditions that have not been satisfied or are not capable of being satisfied (or waived in the case of the CAG Parties) because of a breach by Investor of its obligations hereunder or any failure of Holdco to receive the Equity Financing); or (iii) this Agreement is terminated by CAG or Investor pursuant to Section 7.1(d)(i8.1(b), the Investor has breached its obligation under this Agreement and all conditions to Closing for the Parties hereunder have been satisfied or are capable of being satisfied (or waived in the case of the CAG Parties), other than any conditions that have not been satisfied or are not capable of being satisfied (or waived in the case of the CAG Parties) because of a breach by Investor of its obligations hereunder or any failure of the LLCs to receive the Equity Financing; then Holdco shall pay to CAG, by wire transfer of immediately available funds to an account designated by CAG, a termination fee in the amount of $27,500,000 as liquidated damages (the “Equity Termination Fee”). The Equity Termination Fee shall be paid by Holdco to CAG no later than three (3) Business Days after the termination of this Agreement pursuant to Section 8.1(b) or Section 7.1(d)(iii8.1(d), and (iii) on the same day as the closing of case may be. Holdco shall have no obligation to pay the transactions referenced in Equity Termination Fee more than once under this Section 7.2(b8.3(a); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (db) Each Party acknowledges that In the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by event that: (i)(A) this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer is terminated by CAG or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2Section 8.1(b), the Issuer LLCs have not yet received the Debt Financing that is the subject of the condition set forth in Section 5.9 , one or more of the Lenders has breached its obligations to Holdco under any of the written commitments for the Debt Financing described in Section 4.6, and RAG shall also be jointly and severally obligated all other conditions to pay Closing for the Parties hereunder have been satisfied or are capable of being satisfied (or waived in the case of the CAG Parties), other than any costs and expenses conditions that have not been satisfied or are not capable of being satisfied (including attorneys’ feesor waived in the case of the CAG Parties) incurred because of a breach by Investor of its obligations hereunder or the other party in connection with a legal Action failure of the LLCs to enforce receive any Debt Financing or the Equity Financing; or (B) this Agreement is terminated by Investor pursuant to Section 8.1(d), the condition in Article V that results shall have become incapable of fulfillment on or before the End Date is the condition in Section 5.9 that the LLCs shall have received the Debt Financing, and one or more of the Lenders has breached its obligations to Holdco under any of the written commitments for the Debt Financing described in Section 4.6, and all other conditions to Closing for the Parties hereunder have been satisfied or are capable of being satisfied (or waived in the case of the CAG Parties), other than any conditions that have not been satisfied or are not capable of being satisfied because of a judgment against breach by Investor of its obligations hereunder or any failure of the paying party for such amount, together with interest on LLCs to receive the amount of any unpaid fee, cost Debt Financing or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.Equity Financing); and

Termination Fees. (a) Subject to, at any time following the Petition Date, entry In view of the Approval Orderexpenses and foregone opportunities associated with the negotiation and execution of this Agreement, if this Agreement is terminated pursuant to (i) Section 7.1(d)(iif (A) or (ii) Section 7.1(c)(ii) or Section 7.1(d)(iii), then the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages in an amount equal to Ten Million Dollars ($10,000,000) (the “Break-Up Fee”) conditions to the Investor which shall be inclusive obligations of any Transaction Expenses incurred prior Purchaser to such termination that are due and payable hereunder that have not been paid theretofore; providedconsummate the transactions contemplated by this Agreement, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Courtas set forth in Section 5.1, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) this Agreement is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv), (ii) prior to such termination an Alternative Transaction Proposal shall have been communicated satisfied, but Purchaser nonetheless fails to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of so consummate the transactions contemplated by this Agreement for any reason other than a refusal of Seller to consummate, or (B) if the condition to Seller's obligation set forth in Section 5.2(g) is not satisfied by the earlier to occur of January 31, 2000 or Closing, Purchaser or Subsidiary OLP shall pay promptly (and without such provision in no event later than three days after this Agreement is terminated) to Seller a fee of $20,000,000 in cash and (ii) if the Investor would not have entered into conditions to the obligations of Seller to consummate the transactions contemplated by this Agreement, and the Break-Up Fee and the Transaction Expenses shallas set forth in Section 5.2, subject have been satisfied, but Seller nonetheless fails to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of so consummate the transactions contemplated by this Agreement for any reason other than a refusal of Purchaser to consummate, Seller shall pay promptly (and thatin no event later than three days after this Agreement is terminated) to Purchaser a fee of $20,000,000 in cash. To secure (and in lieu of) the payment contemplated by clause (i) hereof, without these agreementsSubsidiary OLP has delivered to Seller, none as of the Parties would have entered into this Agreement. Accordinglydate hereof, if a contingent pay agreement in the Issuer or RAG fails promptly to pay any principal amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any costs and expenses (including attorneys’ fees) incurred by the other party in connection with a legal Action to enforce this Agreement that results in a judgment against the paying party for such amountof $20,000,000, together with interest on an agreement to allow Seller to assign such contingent pay agreement to Bank of America, N. A. Seller agrees that it may only demand payment under such contingent pay agreement (or assign such contingent pay agreement to Bank of America, N. A.) under the amount of any unpaid feecircumstances which would entitle Seller to the payment contemplated by clause (i). If Seller is not entitled to the payment pursuant to clause (i), cost or expense Seller shall, at the publicly announced prime Closing or promptly following termination of this Agreement, return the contingent pay agreement and the agreement to assign to Subsidiary OLP. If the payment pursuant to (i) or (ii) above is not paid within the time allowed, such payment shall bear simple interest at an annual rate of Citibank, N.A. 7.5% accruing from the date such fee, cost or expense was required of termination to be paid to (but excluding) the payment datedate of payment.

Termination Fees. (a) Subject to, at any time following In the Petition Date, entry of the Approval Order, if this Agreement is terminated pursuant to event (i) Company terminates this Agreement pursuant to Section 7.1(d)(i7.1(h) or (ii) Parent terminates this Agreement pursuant to Section 7.1(c)(ii7.1(g) or Parent terminates this Agreement as a result of the Company's willful and material breach of Section 7.1(d)(iii)4.2, then the Issuer and RAG Company shall be jointly and severally obligated to pay liquidated damages in Parent an amount equal to Ten Million Dollars ($10,000,000) 3,900,000 (the “Break-Up Fee”) to "COMPANY TERMINATION FEE"), by wire transfer of immediately available funds upon the Investor which shall be inclusive occurrence of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationevent. (b) Subject to, at any time following In the Petition Date, entry of the Approval Order, if event (i) this Agreement Stockholder Approval is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv)not received, (ii) prior to the Company Stockholders' Meeting there shall have been a Takeover Proposal made (whether or not such termination an Alternative Transaction Takeover Proposal shall have been communicated rejected or shall have been withdrawn prior to the Issuer or publicly announced, time of the Company Stockholders' Meeting) and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen nine (189) months from the termination of the Agreement, the Company shall have entered into an agreement for, and within twelve (12) months from such terminationtermination shall have consummated, a transaction substantially in the form proposed in such Takeover Proposal with the party that made such Takeover Proposal, then the Issuer and RAG Company shall be jointly and severally obligated to pay the Break-Up Fee, as liquidated damages, Parent an amount equal to the Investor which shall be inclusive Company Termination Fee by wire transfer of any Transaction Expenses incurred prior to immediately available funds, payable upon consummation of such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such terminationtransaction. (c) Payment of In the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made event (i) prior to or contemporaneous with such termination in the case of termination by the Issuer Company terminates this Agreement pursuant to Section 7.1(c)(ii), 7.1(c) or (ii) within one (1) Business Day after Parent terminates this Agreement and is at the date time of such termination in material breach of any representation, warranty, covenant or agreement of Parent or Sub set forth in this Agreement, then Parent shall pay to the case Company the amount of termination $3,900,000 (the "PARENT TERMINATION FEE") by wire transfer of immediately available funds upon the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing occurrence of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for parties hereto acknowledge and agree in advance that the payment amount of the Break-Up Parent Termination Fee is an integral part a fair and equitable amount to reimburse the Company for any damages which the parties estimate may be sustained by the Company due to the termination of this Agreement in the circumstances herein described, and that this Section 7.5(c) shall constitute a liquidated damages provision. The Parent Termination Fee shall be the Company's sole remedy under this Agreement in the event of the transactions contemplated by termination of this Agreement and without such provision in the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Codecircumstances herein described. (d) Each Party acknowledges The parties agree that the agreements contained in this Section 7.2 7.5 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG If any party fails to promptly pay to pay another party any amount fee due to the Investor pursuant to under this Section7.2Section 7.5, the Issuer and RAG first party shall also be jointly and severally obligated to pay any the costs and expenses (including attorneys’ feeslegal fees and expenses) incurred by the other party in connection with a any action, including the filing of any lawsuit or other legal Action action, taken to enforce this Agreement that results in a judgment against the paying party for such amountcollect payment, together with interest on the amount of any unpaid fee, cost or expense fee at the publicly announced prime rate of Citibank, N.A. Bank of America from the date such fee, cost or expense fee was required to be paid to (but excluding) the payment datefirst due.

Termination Fees. (a) Subject to, at any time following the Petition Date, entry of the Approval Order, if If this Agreement is terminated pursuant to (i) Section 7.1(d)(i) or (ii) Section 7.1(c)(ii8.1(b) or Section 7.1(d)(iii)8.1(f) or pursuant to another provision of Section 8.1 at a time that this Agreement was terminable pursuant to Section 8.1(b) or Section 8.1(f) (a “Specified Termination”) then Purchaser shall, then within two (2) Business Days of such Specified Termination, pay to Seller, in cash by wire transfer of immediately available funds to the Issuer and RAG shall be jointly and severally obligated to pay liquidated damages account designed by Seller in an amount equal to Ten Million Dollars (writing, $10,000,000) 90,000,000 (the “Break-Up Reverse Termination Fee”) to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following such termination). (b) Subject to, at any time following the Petition Date, entry of the Approval Order, if (i) this Agreement It is terminated by either the Issuer or the Investor pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iv), (ii) prior to such termination an Alternative Transaction Proposal understood that in no event shall have been communicated to the Issuer or publicly announced, and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months of such termination, then the Issuer and RAG shall Purchaser be jointly and severally obligated required to pay the Break-Up FeeReverse Termination Fee on more than one occasion, as liquidated damages, to whether or not the Investor which shall Reverse Termination Fee may be inclusive payable under more than one provision of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval this Agreement at the earliest date following such terminationsame or at different times and the occurrence of different events. (c) Payment of the Break-Up Fee due under Section 7.2(a) or Section 7.2(b) will be made (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 8.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties other Party would have entered not enter into this Agreement. AccordinglyIf Purchaser fails to promptly pay the Reverse Termination Fee when due, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any Purchaser will reimburse Seller for all reasonable out-of-pocket costs and expenses (including attorneys’ feesreasonable out-of-pocket fees and disbursements of counsel) incurred by the other party in connection with the collection of such amount and the enforcement by Seller of its rights under this Section 8.4 (collectively, the “Collection Fees and Expenses”) within two (2) Business Days after the later of (i) the date Purchaser actually pays the Reverse Termination Fee to Seller, and (ii) the date Seller provides Purchaser with a legal Action notice of such Collection Fees and Expenses; provided, however, that Purchaser shall not be required to enforce pay any Collection Fees and Expenses that in the aggregate exceed $2,000,000. If Purchaser fails to timely pay any amounts due pursuant to this Agreement that results in a judgment against the paying party for such amountSection 8.4, together with interest on the amount of any unpaid feePurchaser will pay to Seller, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense payment was required to be paid until the date of actual payment, interest at the Interest Rate on such amounts. The Parties acknowledge that the Reverse Termination Fee will not constitute a penalty but is liquidated damages, in a reasonable amount that will compensate Seller for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transaction, which amount would otherwise be impossible to calculate with precision. (but excludingd) Except as provided in Section 2.10(c), Section 5.1(e), Section 5.3, Section 5.5, Section 5.15(d) and Section 8.4(b), in a circumstance in which Seller effects a Specified Termination (including as a result of any willful breach by Purchaser) and the Reverse Termination Fee is paid in full pursuant to Section 8.4(a), the Reverse Termination Fee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of Seller against Purchaser, the Guarantors under the Guaranty, the parties to the Commitment Letters, any other Debt Financing Entities, any Affiliates of any of the foregoing and any of their respective general or limited partners, managers, officers, directors or employees or Representatives of any of the foregoing for any loss or any other Covered Loss suffered as a result of such Specified Termination. For the avoidance of doubt, nothing in this Section 8.4(d) shall limit (i) any remedies of Seller prior to a Specified Termination or Specified Regulatory Termination, including specific performance pursuant to Section 10.6, or (ii) any of Purchaser’s obligations under or remedies available to Seller with respect to the Confidentiality Agreement, whether in equity or at Law, in contract, tort or otherwise. While Seller may pursue both a grant of specific performance under Section 10.6 and the payment of the Reverse Termination Fee, under no circumstances shall Seller be permitted or entitled to receive both (x) a grant of specific performance of Purchaser’s obligation to consummate the Closing as contemplated by this Agreement which results in such consummation and (y) the payment dateof all or any portion of the Reverse Termination Fee in connection with any termination of this Agreement. (e) The Parties agree to the matters set forth on Section 8.4(e) of the Seller Disclosure Schedules.

Termination Fees. (a) Subject toExcept as set forth in this Section 8.4, at any time following all fees and expenses incurred in connection with this Agreement and the Petition Datetransactions contemplated by this Agreement shall be paid by the party incurring such expenses, entry whether or not the Transactions are consummated; provided, however, that: (i) Parent and the Purchaser (on the one hand) and the Seller (on the other hand) shall share equally all fees and expenses, other than attorneys' fees and securities registration fees, incurred in connection with (A) the filing, printing and mailing of the Approval Order, Form S-4 Registration Statement and the Prospectus/Proxy Statement and any amendments or supplements thereto and (B) the filing by the parties hereto of the premerger notification and report forms relating to the Transactions under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust law or regulation; and (ii) if this Agreement is terminated by Parent and the Purchaser or the Seller pursuant to Section 8.1(b) and at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made (i) and shall not have been withdrawn or terminated pursuant to a public announcement at least five days before the Shareholders' Meeting), or if this Agreement is terminated by Parent and the Purchaser or the Seller pursuant to Section 7.1(d)(i8.1(d) or (ii) by Parent and the Purchaser pursuant to Section 7.1(c)(ii) or Section 7.1(d)(iii8.1(e), then (without limiting any obligation of the Issuer and RAG shall be jointly and severally obligated Seller to pay liquidated damages any fee payable pursuant to Section 8.4(c)), the Seller shall make a nonrefundable cash payment to the Purchaser, at the time specified in Section 8.4(b), in an amount equal to Ten Million Dollars the aggregate amount of all reasonable fees and expenses ($10,000,000including all reasonable attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of Parent or the Purchaser in connection with the preparation and negotiation of this Agreement and the other Transactional Agreements and otherwise in connection with the Transactions. (b) In the “Break-Up Fee”case of termination of this Agreement by the Seller pursuant to Section 8.1(b) or Section 8.1(d), any nonrefundable payment required to be made pursuant to clause "(ii)" of the proviso to Section 8.4(a) shall be made, by the Seller prior to the Investor which time of such termination; and in the case of termination of this Agreement by the Purchaser pursuant to Section 8.1(b), Section 8.1(d) or Section 8.1(e), any nonrefundable payment required to be made pursuant to clause "(ii)" of the proviso to Section 8.4(a) shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses made by the Issuer is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following Seller within two business days after such termination. (bc) Subject to, at any time following the Petition Date, entry of the Approval Order, if If (i) this Agreement is terminated by either the Issuer Purchaser or the Investor Seller pursuant to Section 7.1(b)(ii8.1(b) or Section 7.1(b)(iv), (ii8.1(d) and at or prior to such the time of the termination of this Agreement an Alternative Transaction Acquisition Proposal shall have been communicated disclosed, announced, commenced, submitted or made, or (ii) this Agreement is terminated by Parent and the Purchaser pursuant to Section 8.1(e), then the Seller shall pay to the Issuer Purchaser, in cash at the time specified in the next sentence (and in addition to the amounts payable pursuant to Section 8.4(a)), a nonrefundable fee in an amount equal to $3,300,000. In the case of termination of this Agreement by the Seller pursuant to Section 8.1(b) or publicly announcedSection 8.1(d), and (iii) the Issuer or any of its Subsidiaries subsequently consummates any Alternative Transaction Proposal within eighteen (18) months fee referred to in the preceding sentence shall be paid by the Seller prior to the time of such termination; and in the case of termination of this Agreement by Parent and the Purchaser pursuant to Section 8.1(b), then Section 8.1(d) or Section 8.1(e), the Issuer and RAG fee referred to in the preceding sentence shall be jointly and severally obligated to pay paid by the Break-Up Fee, as liquidated damages, to the Investor which shall be inclusive of any Transaction Expenses incurred prior to such termination that are due and payable hereunder that have not been paid theretofore; provided, that if the payment of the Break-Up Fee and/or the Transaction Expenses is subject to the approval of the Bankruptcy Court, the Issuer shall use its best efforts to obtain such approval at the earliest date following Seller within two business days after such termination. (cd) Payment of If the Break-Up Fee Seller fails to pay when due any amount payable under this Section 7.2(a) or Section 7.2(b) will be made 8.4, then (i) prior to or contemporaneous with such termination in the case of termination by the Issuer pursuant to Section 7.1(c)(ii), (ii) within one (1) Business Day after the date of such termination in the case of termination by the Investor pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), and (iii) on the same day as the closing of the transactions referenced in Section 7.2(b); provided, that if the approval of the Bankruptcy Court is required for such payment, such payment will be made no later than the close of business on the next Business Day following approval by the Bankruptcy Court thereof, which approval Seller shall be sought by the Issuer at the earliest date possible following such triggering event. The provision for the payment of the Break-Up Fee is an integral part of the transactions contemplated by this Agreement and without such provision the Investor would not have entered into this Agreement, reimburse Parent and the Break-Up Fee and the Transaction Expenses shall, subject to Bankruptcy Court approval (if applicable) and to the extent payable in accordance herewith, shall constitute an allowed superpriority administrative expense claim pursuant to sections 105, 503 and 507(b) of the Bankruptcy Code. (d) Each Party acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if the Issuer or RAG fails promptly to pay any amount due to the Investor pursuant to this Section7.2, the Issuer and RAG shall also be jointly and severally obligated to pay any Purchaser for all reasonable costs and expenses (including attorneys’ feesreasonable fees and disbursements of counsel) incurred by the other party in connection with a legal Action the collection of such overdue amount and the enforcement by Parent or the Purchaser of its rights under this Section 8.4, and (ii) the Seller shall pay to enforce this Agreement that results in a judgment against Parent or the paying party for such amount, together with Purchaser interest on such overdue amount (for the amount period commencing as of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent or the Purchaser in full) at a rate per annum equal to the "prime rate" (but excludingas announced by Bank of America or any successor thereto) in effect on the payment datedate such overdue amount was originally required to be paid.