Common use of Termination or Abandonment Clause in Contracts

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time: (a) by the mutual written consent of the Partnership and Parent; (b) by either the Partnership or Parent, if the LP Merger shall not have been consummated on or prior to April 25, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (d) by the Partnership, if Parent, Merger Sub or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereof.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either Parent or the Partnership or Parent, Company if the LP Merger shall not have been consummated on or prior to April 25June 30, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2012 (the “End Date”); , provided, however, that if all of the conditions to Closing, other than any of the conditions condition set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically may be extended by Parent or the Company from time to October 25time by written notice to the other party up to a date not beyond December 31, 20222012, the latest of any of which date dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership Company or Parent, Parent if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealablenon-appealable; provided, however, provided that the right party seeking to terminate this Agreement under pursuant to this Section 7.1(c) shall not be available have used its reasonable best efforts to a party if remove such injunction or Law was due to the material breach by extent such party of any representation, warranty, covenant or other agreement of such party set forth in is required to use its reasonable best efforts pursuant to this Agreement; (d) by either the PartnershipCompany or Parent if the Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by the Company, if Parent, Merger Sub or GP Merger Sub Parent shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, Parent does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b6.2(f) and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, Company does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (g) by Parent, (i) prior to the Company Stockholder Approval, in the event of a Change of Recommendation or if the Board of Directors of the Company shall have approved or recommended to its shareholders an Acquisition Transaction, or (ii) the Company shall have willfully and materially breached any of its obligations under Section 5.4; and (fh) by either the Partnership or ParentCompany, prior to obtaining the Company Stockholder Approval and if the Support Agreement is terminated Company has complied with its obligations under Section 5.4, in order to enter into a definitive agreement with respect to a Superior Offer; provided that any such purported termination by the Company pursuant to this Section 7.1(h) shall be void and of no force or effect unless the Company pays to Parent the expense reimbursement in accordance with Section 2.1 thereof7.3(a) and the Breakup Fee in accordance with Section 7.3(c).

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either Parent or the Partnership or Parent, Company if the LP Merger shall not have been consummated on or prior to April 25, 2022 or such later the 14 month anniversary of the date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) hereof (the “End Date”); , provided, however, that either Parent or the Company may for any reason extend the End Date by three months prior to the original End Date by written notice to the other, and provided further if all of the conditions to Closing, Closing shall have been satisfied or shall be then capable of being satisfied (other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such timeSection 6.2(g) and Section 6.3(g)), the End Date shall automatically may be extended by Parent or the Company from time to October 25time by written notice to the other party up to a date not beyond an additional three months after the End Date, 2022, the latest of any of which date dates shall thereafter be deemed to be the End Date; and if the End Date (as it may be extended pursuant to this Section 7.1(b) shall occur during any Final Order Waiting Period, the End Date shall be extended until the third business day after the expiration of such Final Order Waiting Period; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by failure of such party of any representation, warranty, covenant to perform or other agreement comply in all material respects with the covenants and agreements of such party set forth in this Agreement; (c) by either the Partnership Company or Parent, Parent if an injunction or other Law any Restraint having any of the effects set forth in Section 6.1(b) shall be in effect and shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its reasonable best efforts to prevent the entry of and to remove such Restraint; (d) by either the Company or Parent if the Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval contemplated by this Agreement shall not have been obtained; provided, however, that the right to terminate this Agreement under this Section 7.1(c7.1(d) shall not be available to a party if such injunction the Company where the failure to obtain the Company Stockholder Approval shall have been caused by or Law was due related to the Company’s material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this the Agreement; (de) by either the Company or Parent if the Parent Shareholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Parent Shareholder Approval contemplated by this Agreement shall not have been obtained; provided, however, that the right to terminate under this Section 7.1(e) shall not be available to Parent where the failure to obtain the Parent Shareholder Approval shall have been caused by or related to Parent’s material breach of the Agreement; (f) by the PartnershipCompany, if Parent, Merger Sub or GP Merger Sub Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided provided, that the Partnership may not exercise Company shall have given Parent written notice, delivered at least 30 days prior to such termination (but no later than the termination right expected Closing Date), stating the Company’s intention to terminate this Agreement pursuant to this Section 7.1(d7.1(f) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)and the basis for such termination; (eg) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b) 6.3 and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partnerprovided, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise shall have given the Company written notice, delivered at least 30 days prior to such termination right (but no later than the expected Closing Date), stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(e7.1(g) and the basis for such termination; (h) by the Company, in the event Parent or any of its Subsidiaries or their respective Representatives or affiliates shall have breached in any material respect any of their respective obligations under Section 5.5; (i) by Parent, in the event the Company or any of its Subsidiaries or their respective Representatives or affiliates shall have breached in any material respect any of their respective obligations under Section 5.4; (j) by the Company, at any time prior to obtaining the Company Stockholder Approval, in order to enter into a written definitive agreement for a Company Superior Offer, if it the Company has complied with its obligations under Section 5.4(d) and the Company has provided Parent at least five business days advance written notice of the intent to terminate this Agreement pursuant to this Section 7.1(j) and Parent does not make, within five business days of receipt of the Company’s written notification of its intention to enter into a written definitive agreement for a Company Superior Offer, an offer that the Board of Directors of the Company determines (after good faith negotiation with Parent), in its reasonable good faith judgment after consultation with its financial advisors, is then more favorable, from a financial point of view, to the stockholders of the Company as the applicable Company Superior Offer (taking into account the factors set forth in material breach the definition of Company Superior Offer); provided, that any representationsuch purported termination by the Company pursuant to this Section 7.1(j) shall be void and of no force or effect unless the Company pays to Parent the Company Termination Fee in accordance with Section 7.2; (k) by Parent, warrantyat any time prior to obtaining the Parent Shareholder Approval, covenant in order to enter into a written definitive agreement for a Parent Superior Offer, if Parent has complied with its obligations under Section 5.5(d) and Parent has provided the Company at least five business days advance written notice of the intent to terminate this Agreement pursuant to this Section 7.1(k) and the Company does not make, within five business days of receipt of Parent’s written notification of its intention to enter into a written definitive agreement for a Parent Superior Offer, an offer that the Board of Directors of Parent determines (after good faith negotiation with the Company), in its reasonable good faith judgment after consultation with its financial advisors, is more favorable, from a financial point of view, to the shareholders of Parent as the applicable Parent Superior Offer (taking into account the factors set forth in the definition of Parent Superior Offer); provided, that any such purported termination by Parent pursuant to this Section 7.1(k) shall be void and of no force or other agreement contained herein)effect unless Parent pays to the Company the Parent Termination Fee in accordance with Section 7.2; (l) by the Company, if there has been a Parent Change of Recommendation; (m) by Parent, if there has been a Company Change of Recommendation; and (fn) by either the Partnership or Parent, if there is a default by the Support Company under one or more of the credit agreements listed in Section 3.3(c).1 of the Company Disclosure Schedule due to the expiration or termination for any reason of the waivers described in Section 3.3(c).1 of the Company Disclosure Schedule, provided that Parent has provided to the Company at least 10 days advance written notice of its intent to terminate this Agreement pursuant to this Section 7.1(n) and; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(n) shall not be available to Parent after the date that is 30 days after the date of the expiration or termination for any reason of any of the waivers described in Section 3.3(c).1; provided, further, that if the Company or its Subsidiaries repays the outstanding indebtedness under the applicable credit facilities pursuant to which a default occurs, terminates such credit facilities, and enters into replacement credit facilities providing an aggregate amount of available liquidity to the Company and its Subsidiaries, taken as a whole, comparable to the credit facilities that were terminated and on terms and conditions not materially less favorable to the Company and its Subsidiaries, taken as a whole, as the terminated facility or facilities, the right to terminate this Agreement pursuant to this Section 7.1(n) shall not be available to Parent. In the event of termination of this Agreement pursuant to this Section 7.1, this Agreement shall terminate (except for the provisions of Sections 7.2, 8.2, 8.4, 8.5 and 8.6), and there shall be no other liability on the part of the Company or Parent to the other except under such provisions, liability arising out of an intentional breach of this Agreement or as provided for in accordance with Section 2.1 thereofthe Confidentiality Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time: (a) by the mutual written consent of the Partnership and Parent; (b) by either the Partnership or Parent, if the LP Merger shall not have been consummated on or prior to April 25, 2022 or such later before the date as may be agreed in writing by Parent and that is nine (9) months after the Partnership (following approval by the Conflicts Committee) date of this Agreement (the “End Date”); provided, however, that if if, as of the applicable End Date, all of the conditions to Closing set forth in Article VI have been satisfied or waived (or by their nature are to be satisfied at the Closing) except, other than any of to the extent applicable, for the conditions set forth in Section 6.1(b) ), or Section 6.1(c), shall have been satisfied then either Parent or shall be capable of being satisfied at such time, the Partnership may cause the End Date shall automatically to be extended on two (2) separate occasions by a period of three (3) months each, by delivering written notice to October 25the other party, 2022and if so extended, which such date shall thereafter be deemed to be the “End Date”; provided, provided further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a any party if whose breach or affiliates’ breach of its obligations in this Agreement (and, in the case of Parent, also ET’s breach of its obligations in the ET Support Agreement) has contributed, in any material respect, to the failure of the Closing to occur by such date shall be primarily due on or prior to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this AgreementEnd Date; (c) by either the Partnership or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become Closing would violate any final and nonappealablenonappealable Legal Restraint; provided, however, that the right no party shall be permitted to terminate this Agreement under pursuant to this Section 7.1(c) shall not be available to a party if such injunction whose breach or Law was due affiliates’ breach of any provision of this Agreement (and, in the case of Parent, also ET’s breach of its obligations in the ET Support Agreement) contributed, in any material respect, to the material breach by such party of any representation, warranty, covenant issuance or other agreement continued existence of such party set forth in this AgreementLegal Restraint; (d) by either the Partnership or Parent, if the Partnership Unitholders’ Meeting (including any adjournments or postponements thereof) shall have concluded, at which a vote upon the approval and adoption of this Agreement was taken, and the Partnership Unitholder Approval shall not have been obtained; (e) by the Partnership, if ET, Parent, Merger Sub the Parent GP or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement or the ET Support Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, is not cured by ET, Parent, the Parent does not cure such breach GP or failure Merger Sub within thirty (30) the earlier of 30 days after receiving written notice from the Partnership to Parent describing such breach or failure in reasonable detail and the End Date; provided, however, that, for purposes of clauses (provided that i) and (ii) above, if an inaccuracy in any of Parent, Parent GP, ET or Merger Sub’s representations and warranties (as of the date of this Agreement or as of a date subsequent to the date of this Agreement) or a breach of a covenant or obligation by Parent, Parent GP, ET or Merger Sub is curable by the End Date and Parent or Merger Sub, as applicable, is continuing to exercise its reasonable best efforts to cure such inaccuracy or breach, then the Partnership may not exercise the termination right pursuant to terminate this Agreement under this Section 7.1(d7.1(e) if it is then in material on account of such inaccuracy or breach, unless such inaccuracy or breach shall remain uncured for a period of any representation, warranty, covenant 30 days commencing on the date that Partnership gives Parent notice of such inaccuracy or other agreement contained herein)breach; (ef) by Parent, if the Partnership, Partnership GP or the General Partner Partnership Managing GP shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, is not cured by the Partnership, Partnership GP or Partnership Managing GP within the General Partner, as applicable, does not cure such breach or failure within thirty (30) earlier of 30 days after receiving written notice from Parent to the Partnership describing such breach or failure in reasonable detail and the End Date; provided, however, that, for purposes of clauses (provided that i) and (ii) above, if an inaccuracy in any of the Partnership, Partnership GP or Partnership Managing GP’s representations and warranties (as of the date of this Agreement or as of a date subsequent to the date of this Agreement) or a breach of a covenant or obligation by the Partnership, Partnership GP or Partnership Managing GP is curable by the End Date and the Partnership, Partnership GP or Partnership Managing GP, as applicable, is continuing to exercise its reasonable best efforts to cure such inaccuracy or breach, then Parent may not exercise the termination right pursuant to terminate this Agreement under this Section 7.1(e7.1(f) if it is then on account of such inaccuracy or breach, unless such inaccuracy or breach shall remain uncured for a period of 30 days commencing on the date that Parent gives the Partnership notice of such inaccuracy or breach; (g) by Xxxxxx, prior to the Partnership Unitholder Approval in material breach the event of any representation, warranty, covenant or other agreement contained herein)a Change of Recommendation; and (fh) by either the Partnership, prior to the Partnership or Parent, if the Support Agreement is terminated Unitholder Approval in accordance with Section 2.1 thereof5.4(e) in order to accept a Superior Proposal and enter into an agreement providing for a Superior Proposal.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this This Agreement may be terminated and the Stock Purchase and Merger may be abandoned at any time prior to the Effective TimeClosing Date: (a) by the mutual written consent of the Partnership SPX and ParentCNT; (b) by either the Partnership SPX or Parent, CNT if the LP Merger Stock Purchase shall not have been consummated on or prior to April 25before November 1, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable2003; provided, however, that the right to terminate this Agreement under this Section 7.1(c7.1(b) shall not be available to a any party if such injunction or Law was due whose failure to the material breach by such party of perform any representation, warranty, covenant or other agreement obligation under this Agreement has been the cause of, or resulted in, the failure of the Stock Purchase to occur before such date; (c) by SPX or CNT, if (i) any Law shall have been enacted, entered or promulgated prohibiting the consummation of the Stock Purchase on substantially the terms contemplated hereby or otherwise making the Stock Purchase illegal; or (ii) any Decree shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Stock Purchase on substantially the terms contemplated hereby, and such Decree shall have become final and non-appealable; provided, that the party set forth in seeking to terminate the Agreement pursuant to this Agreement;Section 7.1(c) shall have used its reasonable best efforts to remove such Decree; or (d) by the Partnership, SPX or CNT if Parent, Merger Sub or GP Merger Sub there shall have breached been a material breach by CNT or failed to perform Merger Sub, on the one hand or SPX, on the other hand, of any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a the failure to satisfy one or more of a condition the conditions set forth in Section 6.2(a6.2 (in the case of a breach by SPX) or Section 6.2(b) 6.3 (in the case of a breach by CNT or Merger Sub), and (ii) by its nature, cannot such breach shall be incapable of being cured prior to the End Date or, if such breach or failure is capable of being cured, shall not have been cured on or before the earlier of (x) the 30th day after written notice thereof shall have been received by the End Dateparty alleged to be in breach, Parent does not cure such breach or failure within thirty and (30y) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereof.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time:, whether before or after the Company Stockholder Approval has been obtained (except as otherwise provided below): (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger shall not have been consummated on or prior to April 25March 31, 2022 2016 (provided that if on March 31, 2016 the condition to closing set forth in Section 6.1(b), Section 6.1(e) or Section 6.1(h) shall not have been satisfied but all other conditions to Closing shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on June 30, 2016) or waived by all parties entitled to the benefit of such later conditions, then, at the election of Parent, such date as may be agreed in writing by extended to June 30, 2016 (the “End Date Extension”)) if Parent and provides written notice to the Partnership Company on or prior to March 31, 2016 (following approval March 31, 2016, as such date may be extended by the Conflicts Committee) (End Date Extension, the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, provided that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership Company or Parent, if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was primarily due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in to perform any of its obligations under this Agreement; (d) by either the PartnershipCompany or Parent, if Parent(i) the Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained or (ii) the Parent Shareholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Parent Shareholder Approval shall not have been obtained; (e) by the Company, Merger Sub if Parent or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does has not cure cured such breach or failure within thirty (30) days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein that would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b)); (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does Company has not cure cured such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein that would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b)); andor (fg) by either the Partnership or Parent, if prior to receipt of the Support Agreement is terminated Company Stockholder Approval in accordance with Section 2.1 thereofthe event of an Adverse Recommendation Change.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the shareholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either Parent or the Partnership or Parent, Company if the LP Merger shall not have been consummated on or prior to April 25, 2022 or such later the twelve (12) month anniversary of the date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) hereof (the “End Date”); , provided, however, that if all of the conditions to Closing, Closing shall have been satisfied or shall be then capable of being satisfied (other than any of the conditions set forth in Section 6.1(b) or and Section 6.1(c6.3(e), shall have been satisfied or shall be capable of being satisfied at such time), the End Date shall automatically may be extended by Parent or the Company from time to October 25time by written notice to the other party up to a date not beyond an additional three (3) months after the original End Date, 2022, the latest of any of which date dates shall thereafter be deemed to be the End Date; and if the End Date (as it may be extended pursuant to this Section 7.1(b) shall occur during any Final Order Waiting Period, the End Date shall be extended until the twentieth (20th) business day after the expiration of such Final Order Waiting Period); provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by failure of such party of any representation, warranty, covenant to perform or other agreement comply in all material respects with the covenants and agreements of such party set forth in this Agreement, which in the case of Parent, shall include any Contrary Action by Parent or any of its Subsidiaries; (c) by either the Partnership Company or Parent, Parent if an injunction or other Law any Restraint having any of the effects set forth in Section 6.1(b) shall be in effect and shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its reasonable best efforts to prevent the entry of and to remove such Restraint; (d) by either the Company or Parent if the Company Shareholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Shareholder Approval contemplated by this Agreement shall not have been obtained; provided, however, that the right to terminate this Agreement under this Section 7.1(c7.1(d) shall not be available to a party if such injunction the Company where the failure to obtain the Company Shareholder Approval shall have been caused by or Law was due related to the Company’s material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (de) by the PartnershipCompany, if Parent, Merger Sub or GP Merger Sub Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii) is not cured within thirty (30) days of receipt of the written notice contemplated by its nature, the proviso below in this Section 7.1(e) or cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, provided, that the Company shall have given Parent does not cure such breach or failure within written notice, delivered at least thirty (30) days after receiving written notice from prior to such termination (but no later than the Partnership describing such breach or failure in reasonable detail (provided that expected Closing Date), stating the Partnership may not exercise the termination right Company’s intention to terminate this Agreement pursuant to this Section 7.1(d7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)and the basis for such termination; (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b) 6.3 and (ii) is not cured within thirty (30) days of receipt of the written notice contemplated by its nature, the proviso below in this Section 7.1(f) or cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, provided, that Parent shall have given the Partnership or the General PartnerCompany written notice, as applicable, does not cure such breach or failure within delivered at least thirty (30) days after receiving written notice from Parent describing prior to such breach or failure in reasonable detail termination (provided that Parent may not exercise but no later than the termination right expected Closing Date), stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(e7.1(f) and the basis for such termination; (g) by Parent, in the event that the Company or any of its Subsidiaries or their respective directors or officers shall have breached in any material respect adverse to Parent any of their respective obligations under Section 5.3; (h) by the Company, at any time prior to obtaining the Company Shareholder Approval, in order to enter into a written definitive agreement for a Company Superior Offer, if it is then the Company has complied with its obligations under Section 5.3(c); provided, however, that any such purported termination by the Company pursuant to this Section 7.1(h) shall be void and of no force or effect unless the Company pays to Parent the Company Termination Fee in material breach of any representation, warranty, covenant or other agreement contained herein)accordance with Section 7.2; and (fi) by either the Partnership or Parent, if there has been a Company Change of Recommendation. In the Support event of termination of this Agreement is terminated pursuant to this Section 7.1, this Agreement shall terminate (except for the provisions of Sections 5.13(b), 7.2, 8.2, 8.4, 8.5 and 8.6), and there shall be no other liability on the part of the Company or Parent to the other except under such provisions, or for liability arising out of fraud or intentional or material breach of this Agreement or as provided for in accordance with Section 2.1 thereofthe Confidentiality Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after the Company Shareholder Approval or the Parent Stockholder Approval: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger Mergers shall not have been consummated on or prior to April 255:00 p.m. Eastern Time, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) on December 28, 2018 (the “End Date”); provided, however, that if all as of the conditions to Closing, other than End Date any of the conditions set forth in Section 6.1(b6.1(d) (solely to the extent such condition has not been satisfied due to an order or injunction arising under any Antitrust Law) or Section 6.1(c), 6.1(e) shall not have been satisfied or shall be capable of being satisfied at such timewaived by the Company and Parent, the End Date shall automatically may be extended by either Parent or the Company for a period of 90 days by written notice to October 25the other party, 2022and such date, which date as so extended, shall thereafter be deemed to be the End Date; provided, further, that the End Date may only be extended once in the aggregate; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing Mergers to occur be consummated by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership Company or Parent, if an injunction or other Law Order by a Governmental Entity of competent jurisdiction shall have been entered, enacted or become effective issued permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(c) shall not be available to a party if such injunction or Law was due to Order resulted from the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (d) by either the PartnershipCompany or Parent, if the Company Shareholders’ Meeting (as it may be adjourned or postponed) at which a vote on the Company Shareholder Approval was taken shall have concluded and the Company Shareholder Approval shall not have been obtained; (e) by either the Company or Parent, if the Parent Stockholders’ Meeting (as it may be adjourned or postponed) at which a vote on the Parent Stockholder Approval was taken shall have concluded and the Parent Stockholder Approval shall not have been obtained; (f) by the Company, if Parent or either Merger Sub shall have breached or GP Merger Sub there is any inaccuracy in any of its representations or warranties, or shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach breach, inaccuracy or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a), 6.2(b) or Section 6.2(b6.2(c) and (ii) is either not curable or is not cured by its nature, cannot be cured prior to the earlier of (A) the End Date or, if such breach or failure and (B) the date that is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) 30 days after receiving following written notice from the Partnership describing Company to Parent of such breach breach, inaccuracy or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)failure; (eg) by Parent, if the Partnership Company shall have breached or the General Partner there is any inaccuracy in any of its representations or warranties, or shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach breach, inaccuracy or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a), 6.3(b) or Section 6.3(b6.3(c) and (ii) is either not curable or is not cured by its nature, cannot be cured prior to the earlier of (A) the End Date or, if such breach or failure and (B) the date that is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) 30 days after receiving following written notice from Parent describing to the Company of such breach breach, inaccuracy or failure failure; (h) at any time prior to the receipt of the Company Shareholder Approval, by Parent in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then event of a Company Adverse Recommendation Change or in the event of a material breach Willful Breach by the Company of any representation, warranty, covenant of its covenants or other agreement contained herein)agreements in Section 5.4; and (fi) at any time prior to the receipt of the Company Shareholder Approval, by either the Partnership or ParentCompany, if the Support Agreement is terminated in accordance with Section 2.1 thereof5.4(f).

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the First Merger Effective Time, whether before or after any approval of the matters presented in connection with the Transactions by any stockholders required to approve the Transactions: (a) by the mutual written consent of the Partnership CSC and ParentSRA; (b) by either SRA or CSC or, after the Partnership or ParentDistribution, Computer Sciences GS, if the LP First Merger Effective Time shall not have been consummated occurred on or prior to before April 251, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2016 (the “End Termination Date”); provided, however, that if all unless the failure of the conditions First Merger Effective Time to Closing, other than any have occurred by the Termination Date shall be due to the failure of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right Party seeking to terminate this Agreement pursuant to this Section 7.1(b9.1(b) shall not be available to a party if perform or otherwise comply with in all material respects the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement covenants and agreements of such party set forth in this Agreementherein; (c) by either SRA (so long as SRA is not then in material breach of any covenant, representation or warranty or other agreement contained herein which breach would cause the Partnership Closing conditions of CSC or ParentComputer Sciences GS not to be satisfied if the Closing were to occur at the time of termination), if an injunction or other Law shall have (i) there has been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party CSC or Computer Sciences GS of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (d) by the Partnership, if Parent, Merger Sub or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which or any such representation and warranty shall have become untrue in any material respect, in either case such that Section 8.3(a) would be incapable of being satisfied, or (ii) there has been a material breach by CSC or failure to perform (i) if it occurred Computer Sciences GS of their obligations under Article 2 or was continuing to occur on Section 7.18(b), such that the Closing Date, would result in a failure of a condition set forth in Section 6.2(a8.1(a) would be incapable of being satisfied on or Section 6.2(b) and (ii) by its naturebefore the Termination Date, cannot be cured prior to the End Date orand, if in each case, such breach or failure condition has not been cured within 30 Business Days following receipt by CSC or Computer Sciences GS, if applicable, of notice of such breach; (d) by CSC or, after the Distribution, Computer Sciences GS (so long as CSC or Computer Sciences GS, as applicable, is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representationcovenant, warranty, covenant representation or warranty or other agreement contained hereinherein which breach would cause the Closing conditions of SRA or the Enumerated SRA Stockholders not to be satisfied if the Closing were to occur at the time of termination); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform there has been a material breach by SRA of any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (iany such representation and warranty shall have become untrue in any material respect, in either case such that Section 8.2(a) if it occurred or was continuing to occur on the Closing Datewould be incapable of being satisfied, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable condition has not been cured within 30 Business Days following receipt by SRA of being cured notice of such breach; (e) by either CSC or, after the End DateDistribution, Computer Sciences GS or SRA if any Law or Order by any Governmental Entity preventing or prohibiting consummation of the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)Transactions shall have become final and nonappealable; andor (f) by either the Partnership SRA or Parent, CSC if the Support condition set forth in Section 8.1(a) is not satisfied because the condition set forth in Section 4.4 of the Distribution Agreement is terminated in accordance with incapable of being satisfied. The Party desiring to terminate this Agreement pursuant to this Section 2.1 thereof9.1 will give written notice of such termination to the other Party, specifying the provision pursuant to which such termination is effected.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time: (a) by the mutual written consent of the Partnership and Parent; (b) by either the Partnership or Parent, if the LP Merger shall not have been consummated on or prior to April 25November 30, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2021 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25February 28, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (d) by the Partnership, if Parent, Merger Sub or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not diligently attempt, or ceases to diligently attempt, to cure such breach or failure within thirty (30) days in such a manner that would make it reasonably likely that such breach or failure will be cured prior to the End Date, in each case after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance Partnership or the General Partner shall have Willfully Breached any of its obligations under Section 5.4, which materially impedes, interferes with Section 2.1 thereofor hinders the consummation of the transactions contemplated hereby on or before the End Date.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time:, whether before or after the Company Stockholder Approval has been obtained (except as otherwise provided below): (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger shall not have been consummated on or prior to April 255:00 p.m., Eastern time, on October 19, 2021 (the “Original End Date”); provided that if on the Original End Date the conditions to Closing set forth in Section 6.1(d) or Section 6.1(e) (in either case of Section 6.1(d) or Section 6.1(e), solely to the extent the matter giving rise to the failure of such condition is related to the approval under the HSR Act or under any other Antitrust Law specified in Section 6.1(e) of the Company Disclosure Letter) shall not have been satisfied, then such date shall automatically be extended, without any action on the part of any Party, to January 19, 2022 (the “First Extended End Date”); provided that, if on the First Extended End Date, the conditions to Closing set forth in Section 6.1(d) or Section 6.1(e) (in either case of Section 6.1(d) or Section 6.1(e), solely to the extent the matter giving rise to the failure of such later condition is related to the approval under the HSR Act or under any other Antitrust Law specified in Section 6.1(e) of the Company Disclosure Letter) shall not have been satisfied, but all other conditions to Closing shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on the First Extended End Date) or waived by all parties entitled to the benefit of such conditions, then such date shall automatically be extended, without any action on the part of any Party, to April 19, 2022 (the “Second Extended End Date”); provided that, if on the Second Extended End Date, the conditions to Closing set forth in Section 6.1(d) or Section 6.1(e) (in either case of Section 6.1(d) or Section 6.1(e), solely to the extent the matter giving rise to the failure of such condition is related to the approval under the HSR Act or under any other Antitrust Law specified in Section 6.1(e) of the Company Disclosure Letter) shall not have been satisfied, but all other conditions to Closing shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on the Second Extended End Date) or waived by all parties entitled to the benefit of such conditions, then such date shall automatically be extended, without any action on the part of any Party, to July 19, 2022 (the “Third Extended End Date”) (the Original End Date, as such date may be agreed in writing by Parent extended to the First Extended End Date, the Second Extended End Date and the Partnership (following approval by the Conflicts Committee) (Third Extended End Date, as applicable, the “End Date”); provided, however, provided that if all of the conditions to Closing, other than any of the conditions Closing set forth in Section 6.1(b) Article VI are satisfied prior to the End Date (or Section 6.1(c)in the case of conditions that by their terms are to be satisfied at the Closing, shall have been satisfied or shall be capable of being satisfied at such timeon Closing Date), neither Parent nor the End Date shall automatically be extended Company may terminate this Agreement pursuant to October 25, 2022, which this Section 7.1(b) until the date shall thereafter be deemed to be that is 10 Business Days after the End Date; provided, further, provided that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party Party if the failure of the Closing to occur by such date shall be primarily due to the have resulted from a material breach by such party Party of any representation, warranty, covenant or other agreement of such party Party set forth in this Agreement; (c) by either the Partnership Company or Parent, if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; provided that the party seeking to terminate the Agreement shall have used reasonable best efforts to prevent the entry of and to remove such relevant legal restraint in accordance with Section 5.7; provided, howeverfurther, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party Party if such injunction or Law was primarily due to the a material breach by such party Party of any representation, warranty, covenant or other agreement of such party Party set forth in this Agreement; (d) by either the PartnershipCompany or Parent, if the Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by either the Company or Parent, if the Parent Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Parent Stockholder Approval shall not have been obtained; (f) by the Company, if Parent or the Merger Sub or GP Merger Sub Subs shall have breached or failed to perform any of its or their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does has not cure cured such breach or failure within thirty (30) 30 days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein that would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b)); (eg) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does Company has not cure cured such breach or failure within thirty (30) 30 days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein that would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b); and); (fh) by either the Partnership or Parent, if prior to receipt of the Support Company Stockholder Approval, in the event of a Company Adverse Recommendation Change; (i) by the Company, prior to receipt of the Parent Stockholder Approval, in the event of a Parent Adverse Recommendation Change; (j) by Parent, at any time prior to receipt of the Parent Stockholder Approval, in order to enter into an agreement with respect to a Parent Superior Proposal pursuant to Section 5.5; provided, however, that Parent shall not terminate this Agreement is terminated pursuant to this paragraph, unless in accordance advance of or concurrently with such termination Parent pays, or causes to be paid, the Parent Termination Fee as provided in Section 2.1 thereof7.3; provided, further, that Parent has otherwise complied in all respects (other than de minimis noncompliance unrelated to such Parent Superior Proposal) with the provisions of Section 5.5 and Section 5.6; or (k) by the Company, at any time prior to receipt of the Company Stockholder Approval, in order to enter into an agreement with respect to a Company Superior Proposal pursuant to Section 5.4; provided, however, that the Company shall not terminate this Agreement pursuant to this paragraph, unless in advance of or concurrently with such termination the Company pays, or causes to be paid, the Company Termination Fee as provided in Section 7.3; provided, further, that the Company has otherwise complied in all respects (other than de minimis noncompliance unrelated to such Company Superior Proposal) with the provisions of Section 5.4 and Section 5.6.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective TimeTime (whether before or after the Company Stockholder Approval shall have been obtained, unless otherwise provided below), only as follows: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if the LP Merger Company Stockholder Approval shall not have been consummated obtained at the Company Stockholder Meeting duly convened and held or any adjournment or postponement thereof permitted by this Agreement; (c) by either the Company or Parent if the Closing shall not have occurred on or prior to April 2512:00 midnight, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) New York City time, on March 31, 2016 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b7.1(c) shall not be available to a party if Party whose breach of this Agreement proximately caused the failure of any of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party conditions set forth in this AgreementARTICLE VI; provided, however, that either the Company or Parent may in its sole discretion extend the End Date for one (1) additional ninety (90) day period if the Parties have not received the requisite approvals necessary to comply with Antitrust Laws by March 31, 2016; (cd) by either the Partnership Company or Parent, Parent if an injunction or other any Law shall have been entered, enacted passed that makes the consummation of the Transactions illegal or become effective any Order by a Governmental Entity of competent jurisdiction shall have been issued permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(c7.1(d) shall not be available to a party if Party whose breach of this Agreement proximately caused such injunction Order (or Law was due such Order becoming final and nonappealable); (e) by the Company if: (i) (A) Parent and/or Merger Sub shall have breached or failed to the perform in any material breach by such party respect any of any representation, warranty, covenant their covenants or other agreement agreements contained in this Agreement, or (B) Parent shall have breached any of such party its representations and warranties contained in this Agreement, which breach or failure to perform if occurring or continuing to occur as of the Closing Date, would result in a failure of the condition set forth in Section 6.1 or Section 6.3 and (ii) the relevant breaches or failures to perform referred to in clause (i) of this AgreementSection 7.1(e) are not cured by the earlier of (A) the End Date and (B) the date that is forty-five (45) days following written notice from the Company to Parent describing such breach or failure in reasonable detail; (df) by Parent if: (i) the Partnership, if Parent, Merger Sub or GP Merger Sub Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred occurring or was continuing to occur on as of the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2, and (ii) the relevant breaches or failures to perform referred to in clause (i) of this Section 7.1(f) are not cured by its nature, cannot be cured prior to the earlier of (A) the End Date or, if such breach or failure and (B) the date that is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty forty-five (3045) days after receiving following written notice from Parent to the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)detail; (eg) by Parent, if prior to the Partnership Cut-off Time, following a Company Adverse Recommendation Change; and (h) by the Company (at any time prior to the Company Stockholder Approval), following full compliance with Section 5.3(e) and compliance with the remaining provisions of Section 5.3 in all material respects, in order to enter into a definitive Alternative Acquisition Agreement with respect to a Company Superior Proposal that did not result from a knowing or the General Partner shall have breached or failed to perform any intentional breach of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform but only if (i) if it occurred or was continuing to occur on concurrently with such termination, the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) Company enters into the applicable Alternative Acquisition Agreement and (ii) by its nature, cannot be cured prior to the End Date or, if or concurrently with and as a condition to such breach or failure is capable of being cured by the End Datetermination, the Partnership or Company has paid to Parent the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right Termination Fee pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein7.3(a)(iv); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereof.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective TimeClosing Date: (a) by the mutual written consent of the Partnership ITC and ParentEntergy; (b) by either the Partnership Entergy or Parent, ITC if the LP Merger shall not have been consummated on or prior to April 25June 30, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2013 (the “End Outside Date”); , provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), Closing shall have been satisfied or shall be then capable of being satisfied at (other than the conditions set forth in Section 6.01(f), Section 6.01(h), Section 6.02(g) (to the extent such timefailure is due to the failure to receive Final Orders in respect of any Regulatory Approvals) or Section 6.03(g) (to the extent such failure is due to the failure to receive Final Orders in respect of any Regulatory Approvals)), the End Outside Date shall automatically may be extended by Entergy or ITC by written notice to October 25the other Party up to an additional six (6) months after the Outside Date, 2022, the latest of any of which date dates shall thereafter be deemed to be the End Outside Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b7.01(b) shall not be available to a party Party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party Party to perform or comply in all material respects with the covenants and agreements of such Party set forth in this Agreement; (c) by either Entergy or ITC if (A) there is any Law that makes consummation of the Partnership Transactions illegal or Parentotherwise prohibited (other than those having only an immaterial effect and that do not impose criminal liability or penalties) or (B) any Governmental Authority having competent jurisdiction has issued an order, if an injunction decree or ruling or taken any other Law shall action (which the terminating Party must have been enteredcomplied with its obligations hereunder to resist, enacted resolve or become effective lift) permanently restraining, enjoining or otherwise prohibiting the consummation any material component of the Mergers transactions hereunder or imposing an ITC Burdensome Condition, and such injunction order, decree, ruling or other Law has become action becomes final and nonappealablenon-appealable, provided, however, that the right to terminate pursuant to this Section 7.01(c) shall not be available to any Party whose failure to perform any of its obligations under Section 5.01 resulted in such order, decree or ruling; (d) by either ITC or Entergy if the ITC Shareholder Meeting (including any adjournments or postponements thereof) shall have concluded and the ITC Shareholder Approval contemplated by this Agreement shall not have been obtained; provided, however, that the right to terminate this Agreement under this Section 7.1(c7.01(d) shall not be available to a party if such injunction or Law was due ITC where the failure to obtain the ITC Shareholder Approval shall have been caused by ITC’s material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (de) by the PartnershipITC, if Parent, Merger Sub or GP Merger Sub Entergy shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or the Separation Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.01 or Section 6.2(b) 6.02 or in the Separation Agreement and (ii) by its nature, cannot be or has not been cured prior to the End Date or, if such breach earlier to occur of (A) sixty (60) calendar days after the giving of written notice referred to in the following proviso or failure is capable of being cured by (B) the End Outside Date, Parent does not cure provided, however, that ITC shall have given Entergy written notice, delivered at least sixty (60) calendar days prior to such breach or failure within thirty termination (30) days after receiving written notice from but no later than the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right expected Closing Date), stating ITC’s intention to terminate this Agreement pursuant to this Section 7.1(d7.01(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)and the basis for such termination; (ef) by ParentEntergy, if the Partnership or the General Partner ITC shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or the Separation Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.01 or Section 6.3(b) 6.03 or in the Separation Agreement and (ii) by its nature, cannot be or has not been cured prior to the End Date or, if such breach earlier to occur of (A) sixty (60) calendar days after the giving of written notice referred to in the following proviso or failure is capable of being cured by (B) the End Outside Date, provided, however, that Entergy shall have given ITC written notice, delivered at least sixty (60) calendar days prior to such termination (but no later than the Partnership or the General Partnerexpected Closing Date), as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right stating Entergy’s intention to terminate this Agreement pursuant to this Section 7.1(e7.01(f) and the basis for such termination; (g) by Entergy, in the event ITC or any of its Subsidiaries or their respective Representatives or affiliates shall have willfully breached in any material respect any of their respective obligations under Section 5.07, which breach cannot be or has not been cured prior to the earlier to occur of (A) ten (10) calendar days after the giving of written notice referred to in the following proviso or (B) the Outside Date, provided, however, that Entergy shall have given ITC written notice, delivered at least ten (10) calendar days prior to such termination (but no later than the expected Closing Date), stating Entergy’s intention to terminate this Agreement pursuant to this Section 7.01(g) and the basis for such termination; (h) by ITC, at any time prior to obtaining the ITC Shareholder Approval, in order to enter into a written definitive agreement for an ITC Superior Proposal, if it ITC has complied with its obligations under Section 5.07(d); provided, however, that any such purported termination by ITC pursuant to this Section 7.01(h) shall be void and of no force or effect unless ITC pays to Entergy the ITC Termination Fee in accordance with Section 7.02; (i) by Entergy, if there has been an ITC Change of Recommendation; (j) by Entergy, if (A) there is then in any Law that makes consummation of the Transactions illegal or otherwise prohibited (other than those having only an immaterial effect and that do not impose criminal liability or penalties) or (B) any Governmental Authority having competent jurisdiction has issued an order, decree or ruling or taken any other action (which the terminating Party must have complied with its obligations hereunder to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material breach component of any representationthe transactions hereunder or imposing an Entergy Burdensome Condition, warrantyand such order, covenant decree, ruling or other agreement contained herein)action becomes final and non-appealable, provided, however, that the right to terminate pursuant to this Section 7.01(j) shall not be available if Entergy’s failure to perform any of its obligations under Section 5.01 resulted in such order, decree or ruling; and (fk) by either the Partnership or ParentITC, if Entergy takes any action without the Support prior written consent of ITC that would reasonably be expected to cause an RTO Adverse Impact. In the event of termination of this Agreement is terminated pursuant to this Section 7.01, this Agreement shall terminate (except for the provisions of the last two sentences of Section 5.04, Section 7.02, Section 8.02, Section 8.04, Section 8.05, Section 8.06 and Section 8.09), and, subject to Section 7.02, there shall be no other liability on the part of ITC or Entergy to the other except under such provisions, liability arising out of fraud or an intentional breach of this Agreement or the Separation Agreement or as provided for in accordance with Section 2.1 thereofthe Confidentiality Agreements, in which case the aggrieved Party shall be entitled to all rights and remedies available at law or in equity.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after Company Stockholder Approval has been obtained: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger shall not have been consummated on or prior to April 25June 30, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2020 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25September 30, 20222020, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership Company or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in to perform any of its obligations under this Agreement; (d) by either the PartnershipCompany or Parent, if Parentthe Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded, Merger Sub at which a vote upon the adoption of this Agreement was taken, and the Company Stockholder Approval shall not have been obtained; (e) by the Company, if Parent or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, Company does not diligently attempt, or ceases to diligently attempt, to cure such breach or failure within thirty (30) days in such a manner that would make it reasonably likely that such breach or failure will be cured prior to the End Date, in each case after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (g) by Parent, prior to the Company Stockholder Approval (i) in the event of a Change of Recommendation or (ii) if the Company shall have Willfully Breached any of its obligations under Section 5.4; and (fh) by either the Partnership or ParentCompany, prior to obtaining the Company Stockholder Approval and if the Support Company has complied in all material respects with its obligations under Section 5.4, in order to enter into a definitive agreement with respect to a Superior Offer (which definitive agreement shall be entered into concurrently with, or promptly following, the termination of this Agreement is terminated pursuant to this Section 7.1(h)); provided that any such purported termination by the Company pursuant to this Section 7.1(h) shall be void and of no force or effect unless the Company pays to Parent the Breakup Fee in accordance with Section 2.1 thereof7.3(a).

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if if: (i) (A) the LP Merger Offer Closing shall not have been consummated occurred on or prior to April 25, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, before the End Date shall automatically be extended or (B) the Offer is terminated or withdrawn pursuant to October 25, 2022, which date shall thereafter be deemed to be its terms and the End Date; provided, further, that the right to terminate terms of this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of without any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealableShares being accepted for payment thereunder; provided, however, that the right to terminate this Agreement under either clause of this Section 7.1(c8.1(b)(i) shall not be available to a any party whose failure to fulfill its obligations under this Agreement in any manner shall have proximately caused the event specified in such clause; or (ii) if any court or Governmental Entity of competent jurisdiction shall have entered an injunction, other legal restraint or Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger and such injunction injunction, other legal restraint or Law was due Order shall have become final and non-appealable, provided that the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall not itself be in breach of Section 6.6; (c) by the Company, if Merger Sub shall have failed to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer within twenty (20) Business Days after the date of this Agreement, provided that the right to terminate this Agreement under this Section 8.1(c) shall not be available to the material breach Company in the event of its failure to comply with any of its covenants under this Agreement (including but not limited to Section 1.1(h) and Section 1.2(b)). (d) by such party of the Company, if prior to the Offer Closing, Parent or Merger Sub shall have breached any representation, warranty, covenant or other agreement on the part of such party Parent or Merger Sub set forth in this Agreement; (d) by the Partnership, if Parent, Merger Sub or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred has had or was continuing would reasonably be expected to occur on the Closing Date, would result in have a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) Parent Material Adverse Effect and (ii) by its nature, cannot shall be cured prior to the End Date or, if such breach or failure is capable incapable of being cured by the End Date, Parent does Date or shall not cure such breach or failure have been cured within thirty (30) 30 days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)thereof shall have been received by Parent; (e) by Parent, if prior to the Partnership or Offer Closing, the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); andon the part of the Company set forth in this Agreement, or, if prior to the Offer Closing, any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in paragraph (b) or paragraph (c) of Annex A would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue and in any such case such breach shall be incapable of being cured by the End Date or shall not have been cured within 30 days after written notice thereof shall have been received by the Company; (f) by either the Partnership or Parent, if, prior to the Offer Closing, the Board of Directors of the Company (i) effects a Change of Recommendation, (ii) fails to reaffirm (publicly, if so requested by Parent) the Support Recommendation within ten (10) Business Days after the date any Alternative Proposal (or material modification thereto) is first publicly disclosed, or (iii) approves, endorses or recommends any Alternative Proposal (it being understood that the taking by the Company or any of its Representatives of any of the actions permitted by Section 6.3(c) shall not by itself give rise to a right to terminate pursuant to this clause (f)); (g) by Parent, if, prior to the Offer Closing, a tender offer or exchange offer for 15% or more of the outstanding shares of Company Common Stock is commenced (other than by Parent or any Subsidiary thereof), and the Board of Directors of the Company fails to send to the stockholders of the Company a statement reaffirming the Recommendation and recommending that such stockholders reject such tender offer or exchange offer within the ten (10) Business Day period specified in Rule 14e-2(a) under the Exchange Act; (h) by the Company, if prior to the Offer Closing, (i) the Board of Directors of the Company has authorized the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) the Company has complied in all material respects with Section 6.3 and (iii) immediately after the termination of this Agreement, the Company enters into an Alternative Acquisition Agreement with respect to the Superior Proposal referred to in the foregoing clause (i); provided that the right of the Company to terminate this Agreement pursuant to this Section 8.1(h) is terminated conditioned on and subject to the prior payment to Parent by the Company of the Termination Fee in accordance with Section 2.1 thereof8.2, and any purported termination pursuant to this Section 8.1(h) shall be void and of no force or effect if the Termination Fee is not paid prior to such termination; or (i) by Parent, if, prior to the Offer Closing, the Board of Directors of the Company fails to comply with its obligations under Section 6.3 in all material respects. In the event of termination of this Agreement pursuant to this Section 8.1, this Agreement shall terminate (except for the provisions of Section 8.2 and Article IX), and there shall be no other liability on the part of the Company or Parent and Merger Sub to the other except liability arising out of the provisions of Section 8.2, or any willful, intentional and material breach of any of the representations, warranties or covenants in this Agreement (subject to any express limitations set forth in this Agreement), in which case the aggrieved party shall be entitled to all rights and remedies available at Law or in equity. The Confidentiality Agreement will (i) survive termination of this Agreement in accordance with its terms and (ii) terminate as of the Effective Time.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the LinnCo Effective Time, whether before or after any approval of the matters presented in connection with the Transactions by the stockholders of the Company, the shareholders of LinnCo or the members of Linn: (a) by the mutual written consent of LinnCo and the Partnership and ParentCompany; (b) by either any Linn Party or the Partnership or ParentCompany, if the LP Merger Mergers shall not have been consummated on or prior to April 25October 31, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2013 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b), Section 6.1(c) or Section 6.1(c6.1(e), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically may be extended by either any Linn Party or the Company from time to October 25time by written notice to the other party up to a date not beyond January 31, 20222014, the latest of any of which date dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either any Linn Party or the Partnership or ParentCompany, if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Principal Transactions and such injunction or other Law has shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in to perform any of its obligations under this Agreement; (d) by any Linn Party or the PartnershipCompany, if Parent(i) the Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained, Merger Sub (ii) the LinnCo Shareholders’ Meeting (including any adjournments or GP Merger Sub postponements thereof) shall have concluded and the LinnCo Shareholder Approvals shall not have been obtained or (iii) the Linn Members’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Linn Member Approval shall not have been obtained; (e) by the Company, if either Linn Party shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent such Linn Party does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein, which would itself result in a failure of a condition set forth in Section 6.3(a) or 6.3(b)); (ef) by Parentany Linn Party, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, Company does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from Parent any Linn Party describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it no Linn Party is then in material breach of any representation, warranty, covenant or other agreement contained herein, which would itself result in a failure of a condition set forth in Section 6.2(a) or 6.2(b)); (g) by any Linn Party, prior to receipt of the Company Stockholder Approval, (i) in the event of a Company Adverse Recommendation Change or (ii) in the event the Company shall have Willfully Breached Section 5.4, other than in the case where (A) such Willful Breach is a result of an isolated action by a person that is a Representative of the Company, (B) the Company uses reasonable best efforts to remedy such Willful Breach and (C) the Linn Parties are not significantly harmed as a result thereof; (h) by the Company, prior to receipt of both the LinnCo Shareholder Approvals and the Linn Member Approval, in the event of a Linn Party Adverse Recommendation Change; (i) by the Company, prior to receipt of the Company Stockholder Approval and if the Company has complied in all material respects with its obligations under Section 5.4, in order to enter into a definitive agreement with respect to a Superior Takeover Proposal (which definitive agreement shall be entered into concurrently with, or promptly following, the termination of this Agreement pursuant to this Section 7.1(i)); and (fprovided that any such purported termination by the Company pursuant to this Section 7.1(i) by either shall be void and of no force or effect unless the Partnership or Parent, if Company pays to LinnCo the Support Agreement is terminated Company Termination Fee in accordance with Section 2.1 thereof7.3(a).

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or (subject to the terms hereof) after any approval of the matters presented in connection with the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if if: (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25, 2022 or such later before the one year anniversary of the date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) of this Agreement (the “End Date”); provided, however, that if all of and the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right party seeking to terminate this Agreement pursuant to this Section 7.1(b7.1(b)(i) shall not be available to a party if have breached its obligations under this Agreement in any manner that shall have proximately caused the failure of to consummate the Closing to occur by Merger on or before such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementdate; (cii) by either the Partnership an injunction, other legal restraint or Parent, if an injunction or other Law order shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction injunction, other legal restraint or other Law has order shall have become final and nonappealablenon-appealable; provided, however, that the right party seeking to terminate this Agreement under pursuant to this Section 7.1(c7.1(b)(ii) shall have used its commercially reasonable efforts to remove such injunction, other legal restraint or order in accordance with Section 5.6; or (iii) the Company Meeting (including any adjournments thereof) shall have concluded and the Company Stockholder Approval contemplated by this Agreement shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementhave been obtained; (dc) by the Partnership, Company: (i) if Parent, Merger Sub or GP Merger Sub there shall have breached or failed to perform been a breach of any of its representations, warranties, the covenants or other agreements contained in this Agreementor failure to be true of any of the representations or warranties on the part of Parent, which breach or failure to perform be true, either individually or in the aggregate (iA) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (iiB) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date; provided, that the Company shall have given Parent does not cure such breach or failure within written notice, delivered at least thirty (30) days after receiving written notice from prior to such termination, stating the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right Company’s intention to terminate this Agreement pursuant to this Section 7.1(d7.1(c)(i) and the basis for such termination; provided, further, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it the Company is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement; or (ii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement with respect to a Superior Proposal, but only if the Company has complied in all material respects with its obligations under Section 5.3(d). (d) by Parent: (i) if there shall have been a breach of any of the covenants or agreements or failure to be true of any of the representations or warranties on the part of the Company which breach or failure to perform be true, either individually or in the aggregate (iA) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b) 6.3 and (iiB) by its nature, canwhich is not be cured prior to within the End Date or, if such breach or failure is capable earlier of being cured by (I) the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within ; and (II) thirty (30) days after receiving following written notice from Parent describing such breach or failure in reasonable detail (provided to the Company; provided, that Parent may not exercise shall have given the termination right Company written notice, delivered at least thirty (30) days prior to such termination, stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(e7.1(d)(i) and the basis for such termination; provided, further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(d)(i) if it Parent is then in material breach of any representationof its representations, warrantywarranties, covenant covenants or other agreement agreements contained herein); andin this Agreement; (fii) by either prior to obtaining the Partnership or ParentCompany Stockholder Approval, if the Support Agreement is terminated Board of Directors of the Company or the Special Committee withdraws or modifies, in a manner adverse to Parent or Merger Sub, or publicly proposes to withdraw or modify, in a manner adverse to Parent or Merger Sub, its Recommendation, fails to use commercially reasonable efforts to obtain the Company Stockholder Approval in accordance with Section 2.1 thereof5.4(b) or approves or recommends, or publicly proposes to approve or recommend, any Alternative Proposal; or (iii) prior to obtaining the Company Stockholder Approval, if the Company or any of its Subsidiaries or Representatives materially breaches its obligations under Section 5.3 or Section 5.4 or the Company gives Parent notification that it intends to take an action contemplated by Section 5.3(d).

Termination or Abandonment. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement may be terminated and abandoned at any time prior to the Effective Time:Acceptance Time (except as expressly provided in Section 7.1(i)): (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger Acceptance Time shall not have been consummated occurred on or prior before July 7, 2025 (provided that if as of such date all of the Offer Conditions shall have been satisfied or waived (other than (i) those conditions that by their nature cannot be satisfied until the expiration of the Offer, but provided that such conditions (other than the Minimum Tender Condition) shall then be capable of being satisfied if the expiration of the Offer were to April 25take place at such time, 2022 and (ii) the Regulatory Condition or the Absence of Legal Restraint Condition (only to the extent the applicable Legal Restraint relates to an Antitrust Law or Foreign Investment Law)), then such date shall automatically be extended to October 6, 2025), or such later other date as may be agreed in writing by between Parent and the Partnership Company (following approval by the Conflicts Committee) (such applicable date, the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, provided that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a any party if (A) whose failure to perform any agreements or covenants under this Agreement has been the principal cause of, or resulted in, the failure of the Closing Acceptance Time to occur by on or before such date shall be primarily due to or (B) during the material breach by such party pendency of any representation, warranty, covenant or litigation brought by the other agreement party to enforce the provisions of such this Agreement to cause the other party set forth in this Agreementto effect the Closing; (c) by either the Partnership Company or Parent, if an injunction or other Law any Governmental Entity shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting issued a Legal Restraint that prohibits the consummation of the Mergers Offer or the Merger and such injunction or other Law has Legal Restraint shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under pursuant to this Section 7.1(c) shall not be available to a any party if whose failure to perform any agreements or covenants under Section 5.6 has been the principal cause of, or resulted in, such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this AgreementLegal Restraint; (d) by the PartnershipCompany, if Parent, Merger Sub (x) Parent or GP Merger Sub shall have breached or failed to perform there is any inaccuracy in any of its representations, warranties, covenants their representations or other agreements warranties contained in this Agreement, which breach or failure inaccuracy, would, or would reasonably be expected to, have a Parent Material Adverse Effect or (y) Parent or Merger Sub shall not have complied with or performed in all material respects each covenant and obligation that Parent or Merger Sub is required to comply with or perform (i) if it occurred at or was continuing prior to occur on the Closing Dateexpiration of the Offer, would result and, in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its natureeach case, which cannot be cured prior to by the End Date or, if such breach or failure curable, is capable not cured within twenty (20) Business Days following the Company’s delivery of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from to Parent stating the Partnership describing Company’s intention to terminate this Agreement pursuant to this Section 7.1(d) and the basis for such breach or failure in reasonable detail (termination; provided that the Partnership Company may not exercise the termination right terminate this Agreement pursuant to this Section 7.1(d) if it the Company is then in material breach of any representation, warranty, covenant or other agreement contained hereinof the Company set forth in this Agreement such that Parent has the right to terminate this Agreement pursuant to Section 7.1(e); (e) by Parent, if the Partnership Company shall have breached or the General Partner there is any inaccuracy in any of its representations or warranties contained in this Agreement, or shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach breach, inaccuracy or failure to perform (i) if it occurred or was continuing would give rise to occur on the Closing Date, would result in a failure of a condition the conditions set forth in Section 6.3(aclause (iv) or Section 6.3(b(v) of Exhibit A and (ii) by its nature, cannot be cured prior to by the End Date or, if such breach or failure curable, is capable not cured with twenty (20) Business Days following Parent’s delivery of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing to the Company stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(e) and the basis for such breach or failure in reasonable detail (termination; provided that Parent may not exercise the termination right terminate this Agreement pursuant to this Section 7.1(e) if it either Parent or Merger Sub is then in material breach of any representation, warranty, covenant or other agreement contained hereinof Parent or Merger Sub set forth in this Agreement such that the Company has the right to terminate this Agreement pursuant to Section 7.1(d); and; (f) by either the Partnership Company, to enter into a definitive written agreement for a Superior Proposal, provided that (i) the Company has complied in all material respects with the provisions of Section 5.4 in respect of such Superior Proposal and (ii) the Company has paid, or concurrently with the termination of this Agreement pays, the Company Termination Fee due under Section 7.3; (g) by Parent, if a Change of Recommendation shall have occurred; (h) by Parent or the Support Agreement is terminated Company if, at the expiration of the Offer (as such expiration date may be extended in accordance with Section 2.1 thereof1.1), any of the conditions set forth in Exhibit A shall not have been satisfied or validly waived by Parent and Parent is not required to, and does not otherwise, extend the Offer pursuant to Section 1.1(b); provided that the right to terminate this Agreement pursuant to this Section 7.1(h) shall not be available to any party whose failure to perform any agreements or covenants under this Agreement has been the principal cause of, or resulted in, the failure of such conditions to be satisfied at such expiration of the Offer that is not extended as required or permitted pursuant to Section 1.1(b); or (i) by the Company, if Merger Sub (i) shall have failed to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer within the period specified in Section 1.1(a) without the prior written consent of the Company, (ii) shall have terminated the Offer prior to its expiration date (as such expiration date may be extended in accordance with Section 1.1), other than in accordance with this Agreement, (iii) shall have failed to accept all Shares validly tendered (and not validly withdrawn) as of the expiration of the Offer (as such expiration date may be extended in accordance with Section 1.1) within the period specified in Section 1.1 following the expiration of the Offer; or (iv) shall have failed to purchase all Shares validly tendered (and not validly withdrawn) pursuant to the Offer within the period specified in Section 1.1 following the Acceptance Time.

Termination or Abandonment. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective TimeTime (except as otherwise provided below), as follows: (a) by the mutual written consent of the Partnership XXXXXX and ParentCTI; (b) by either the Partnership NICOYA or ParentCTI, if the LP Merger Effective Time shall not have been consummated occurred on or prior to April 2511:59 p.m., 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) Pacific Time, on January 18, 2020 (the “Initial End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party any Party whose action or failure to fulfill any obligation under this Agreement proximately caused or resulted in the Effective Time not occurring prior to the Initial End Date, and provided, further, that if on the failure Initial End Date all of the Closing conditions to occur Closing, shall have been satisfied or waived (other than those conditions that by such date their nature are to be satisfied at the Closing, which conditions shall be primarily due capable of being satisfied at such time), the Initial End Date will automatically be extended to February 18, 2020 (the material breach by such party of any representation“Outside End Date” and together with the Initial End Date, warrantythe “End Dates” and each, covenant or other agreement of such party set forth in this Agreementan “End Date”); (c) by either the Partnership NICOYA or ParentCTI, if an injunction or other Law a Governmental Entity of competent jurisdiction shall have been enteredentered or issued a final and nonappealable Order that remains in effect or shall have adopted or enacted a Law that is final and nonappealable and remains in effect, enacted in either case that permanently restrains, enjoins or become effective permanently restraining, enjoining or otherwise prohibiting makes illegal the consummation of the Mergers and such injunction or other Law has become final and nonappealableMerger; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party Party if such injunction Order (or Law such Order becoming final and nonappealable) was due to the material breach by such party Party of any representation, warranty, covenant or other agreement of such party Party set forth in this Agreement; (d) by the PartnershipXXXXXX (provided that NICOYA is not then in material breach of any representation, if Parentwarranty, Merger Sub or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants covenant or other agreements agreement contained herein) if (i) CTI has breached any representation, warranty, covenant or other agreement contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth the conditions in Section 6.2(a) or Section 6.2(b) ARTICLE VI not being satisfied and (ii) by its naturewhich breach, canfailure to perform or inaccuracy is either not be cured prior to the End Date or, if such breach curable or failure is capable of being not cured by the earlier of (A) the applicable End Date, Parent does not cure such breach or failure within thirty Date and (30B) the date that is 30 business days after receiving following written notice from the Partnership XXXXXX to CTI describing such breach or failure in reasonable detail detail; and (e) by CTI (provided that the Partnership may CTI is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of NICOYA has breached any representation, warranty, covenant or other agreement contained herein)in this Agreement, which breach would result in the conditions in ARTICLE VI not being satisfied; and and (fii) which breach, failure to perform or inaccuracy is either not curable or is not cured by either the Partnership earlier of (A) the applicable End Date and (B) the date that is 30 business days following written notice from CTI to NICOYA describing such breach or Parent, if failure in reasonable detail. The Party seeking to terminate this Agreement pursuant to this Section 7.1 shall give written notice of such termination to the Support Agreement is terminated other parties in accordance with Section 2.1 thereof8.7, specifying the provision of this Agreement pursuant to which such termination is effected.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this This Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the Merger: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if if: (i) (A) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25, 2022 or such later before the nine-month anniversary of the date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) of this Agreement (the “End Date”)) and (B) the party seeking to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not have breached in any material respect its obligations under this Agreement in any manner that has been the primary cause of the failure to consummate the Merger on or before such date; (ii) any Governmental Entity of competent jurisdiction shall have issued or entered an injunction or similar Order permanently enjoining or prohibiting the consummation of the Merger or the Voting Trust Transaction, and such injunction or Order shall have become final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 7.1(b)(ii) shall not have breached in any material respect its obligations under this Agreement in any manner that has been the primary cause of such injunction or Order; or (iii) if all of the conditions Company Stockholder Meeting (including any adjournments or postponements thereof) shall have been held and been concluded and the Company Stockholder Approval shall not have been obtained; (c) by the Company: (i) if Parent or Merger Sub shall have breached or failed to Closing, other than perform in any material respect any of the conditions their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 6.1(b) 6.1 or Section 6.1(c), shall have been satisfied or shall 6.2 and (B) cannot be capable of being satisfied at such time, cured by the End Date shall automatically be extended or, if curable, is not cured within 45 Business Days following the Company’s delivery of written notice to October 25, 2022, which date shall thereafter be deemed Parent stating the Company’s intention to be terminate this Agreement pursuant to this Section 7.1(c)(i) and the End Datebasis for such termination; provided, further, that the Company shall not have a right to terminate this Agreement pursuant to this Section 7.1(b7.1(c)(i) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the Company is then in material breach by such party of any representation, warranty, agreement or covenant or other agreement of such party set forth contained in this Agreement;; or (cii) by either the Partnership or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation prior to receipt of the Mergers and such injunction or other Law has become final and nonappealable; providedCompany Stockholder Approval, however, that the right in order to terminate this Agreement under this Section 7.1(c) shall not be available to enter into a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other definitive agreement of such party set forth in this Agreementproviding for a Company Superior Proposal; (d) by Parent: (i) if the Partnership, if Parent, Merger Sub or GP Merger Sub Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (iA) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.3 and (iiB) by its nature, cannot be cured prior to by the End Date or, if such breach or failure curable, is capable not cured within 45 Business Days following Parent’s delivery of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from to the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right Company stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(d7.1(d)(i) and the basis for such termination; provided, that Parent shall not have a right to terminate this Agreement pursuant to this Section 7.1(d)(i) if it Parent or Merger Sub is then in material breach of any representation, warranty, agreement or covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and ; or (ii) by its nature, cannot be cured prior to receipt of the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or ParentCompany Stockholder Approval, if the Support Agreement is terminated in accordance with Section 2.1 thereofCompany Board shall have effected a Company Change of Recommendation.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company, Parent and ParentMerger Sub duly authorized (i) with respect to Parent and Merger Sub, by their respective boards of directors or other governing body, and (ii) with respect to the Company, by the Company Board upon the recommendation of the Company Special Committee if then in existence or otherwise by a majority of the Company’s Independent Directors; (b) by either the Partnership Company (duly authorized by the Company Board upon the recommendation of the Company Special Committee if then in existence or otherwise by a majority of the Company’s Independent Directors) or Parent, if the LP Merger shall not have been consummated on or prior to April 25June 5, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2013 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b), Section 6.1(c) or Section 6.1(c6.1(d), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically may be extended by either Parent or the Company from time to October 25time by written notice to the other party up to a date not beyond September 5, 20222013, the latest of any of which date dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement;. (c) by either the Partnership Company (duly authorized by the Company Board upon the recommendation of the Company Special Committee if then in existence or otherwise by a majority of the Company’s Independent Directors) or Parent, if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in to perform any of its obligations under this Agreement; (d) by either the PartnershipCompany (duly authorized by the Company Board upon the recommendation of the Company Special Committee if then in existence or otherwise by a majority of the Company’s Independent Directors) or Parent, if Parentthe Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by the Company (duly authorized by the Company Board upon the recommendation of the Company Special Committee if then in existence or otherwise by a majority of the Company’s Independent Directors), Merger Sub if Parent or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty forty-five (3045) calendar days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein such that a condition set forth in Section 6.3(a) or Section 6.3(b) would not be satisfied); (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, Company does not cure such breach or failure within thirty forty-five (3045) calendar days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein such that a condition set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied); and (fg) by either Parent prior to receipt of the Partnership or Parent, if Company Stockholder Approval in the Support Agreement is terminated in accordance with Section 2.1 thereofevent of a Company Adverse Recommendation Change.

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the respective shareholders of the Company and Parent: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before August 31, 2022 or such later date as may be agreed in writing by Parent 2005 and (ii) the Partnership (following approval by the Conflicts Committee) (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right party seeking to terminate this Agreement pursuant to this Section clause 7.1(b) shall not be available to a party if have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Merger on or before such date, except that if, as of the Closing to occur by such date shall be primarily due to the material breach by such party of any representationAugust 31, warranty2005, covenant or other agreement of such party all conditions set forth in Section 6.1, 6.2 and 6.3 of this AgreementAgreement have been satisfied or waived (other than those that are satisfied by action taken at the Closing) other than the conditions set forth in Section 6.1(e) or (f), then either Parent or the Company may extend the Termination Date to November 30, 2005, by providing written notice to the other party on or before August 31, 2005; (c) by either the Partnership Company or ParentParent if (i) a statute, if an injunction rule, regulation or other Law executive order shall have been enteredenacted, enacted entered or become effective promulgated prohibiting the consummation of the Merger or (ii) an order, decree, ruling or injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such order, decree, ruling or injunction or other Law has shall have become final and nonappealable; providednon-appealable and the party seeking to terminate this Agreement pursuant to this clause 7.1(c)(ii) shall have used all reasonable efforts to remove such injunction, howeverorder, decree or ruling; (d) by either the Company or Parent if the Company Meeting shall have concluded and the Company Shareholder Approval contemplated by this Agreement shall not have been obtained, except that the right to terminate this Agreement under this Section 7.1(c7.1(d) shall not be available to the Company where the failure to obtain the Company Shareholder Approval shall have been caused by (i) the action or failure to act of the Company and such action or failure to act constitutes a party if such injunction or Law was due to the material breach by such the Company of this Agreement or (ii) a breach of the Voting Agreement by any party of any representation, warranty, covenant or thereto other agreement of such party set forth in this Agreementthan Parent; (de) by the PartnershipCompany, if Parent, Merger Sub or GP Merger Sub Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i1) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii2) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Termination Date, provided that the Company shall have given Parent does not cure such breach or failure within written notice, delivered at least thirty (30) days after receiving written notice from prior to such termination, stating the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right Company's intention to terminate this Agreement pursuant to this Section 7.1(d7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)and the basis for such termination; (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i1) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b) 6.3 and (ii2) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Termination Date, provided that Parent shall have given the Partnership or the General PartnerCompany written notice, as applicable, does not cure such breach or failure within delivered at least thirty (30) days after receiving written notice from Parent describing prior to such breach or failure in reasonable detail (provided that Parent may not exercise termination, stating Parent's intention to terminate the termination right Agreement pursuant to this Section 7.1(e7.1(f) if it is then and the basis for such termination; In the event of termination of this Agreement pursuant to this Section 7.1, this Agreement shall terminate (except for the confidentiality agreement referred to in material Section 5.4 and the provisions of Sections 7.2, 8.2, 8.4 and 8.5), and there shall be no other liability on the part of the Company or Parent to the other except liability arising out of an intentional breach of any representation, warranty, covenant this Agreement or other agreement contained herein); and (f) by either as provided for in the Partnership Confidentiality Agreement in which case the aggrieved party shall be entitled to all rights and remedies available at law or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereofequity.

Termination or Abandonment. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the Merger: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before December 17, 2022 2023 (provided that if, as of such date all conditions set forth in Section 6.1, Section 6.2 and Section 6.3 shall have been satisfied or such later date as may be agreed in writing by Parent and the Partnership waived (following approval by the Conflicts Committee) (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of those conditions that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 6.1(b) or Section 6.1(c) (but only to the extent the applicable legal restraint relates to antitrust Laws), shall have been satisfied or shall be capable of being satisfied at then such time, the End Date date shall automatically be extended to October 25June 17, 2022, which date shall thereafter be deemed to be the End Date2024; provided, further, that if, as of such extended date all conditions set forth in Section 6.1, Section 6.2 and Section 6.3 shall have been satisfied or waived (other than those conditions that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 6.1(b) or Section 6.1(c) (but only to the extent the applicable legal restraint relates to antitrust Laws), then Parent shall have the right (but not the obligation) to further extend such extended date by written notice to the Company to September 17, 2024 (as so extended, the “End Date”)) and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not be available have breached in any material respect its obligations under this Agreement in any manner that shall have contributed to a party if the failure of to consummate the Closing to occur by Merger on or before such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementdate; (c) by either the Partnership Company or Parent, Parent if an injunction or other Law any Governmental Entity with competent jurisdiction over any party hereto shall have been enteredissued a Legal Restraint, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has Legal Restraint shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (d) by either the PartnershipCompany or Parent if the Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Required Company Stockholder Vote contemplated by this Agreement shall not have been obtained; (e) by the Company, if Parent, Merger Sub Parent or GP Merger Sub shall have breached or failed to perform in any material respect any of their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or Section 6.2 and (ii) cannot be cured by the End Date or, if curable, is not cured within 30 Business Days following the Company’s delivery of written notice to Parent stating the Company’s intention to terminate this Agreement pursuant to this Section 7.1(e) and the basis for such termination; provided that, the Company is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement; (f) by Parent, if the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.3 and (ii) by its nature, cannot be cured prior to by the End Date or, if such breach or failure curable, is capable not cured with 30 Business Days following Parent’s delivery of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from to the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right Company stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(d7.1(f) if it and the basis for such termination; provided that Parent or Merger Sub is not then in material breach of any representation, warranty, agreement or covenant or other agreement contained herein);in this Agreement; and (eg) (i) by the Company prior to the receipt of the Required Company Stockholder Vote at the Company Stockholders’ Meeting, in order to enter into a written definitive agreement providing for a Superior Proposal if (A) the Company has complied in all material respects with Section 5.4, (B) prior to or substantially concurrently with such termination the Company pays the Company Termination Fee due to Parent in accordance with Section 7.3(a) and (C) promptly after such termination, the Company enters into such written definitive agreement providing for such Superior Proposal or (ii) by Parent, if the Partnership or the General Partner a Change of Recommendation shall have breached occurred (whether or failed to perform any of its representations, warranties, covenants or other agreements contained not in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance compliance with Section 2.1 thereof5.4).

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Timetime: (a) by either Seller (by action duly authorized by the mutual written consent Board of Directors of Seller, or an authorized committee thereof) or Buyer (by action of the Partnership and Parent; (bBoard of Directors of Buyer, or an authorized committee thereof) by either the Partnership if there has been a breach or Parent, if the LP Merger shall not have been consummated on or prior failure to April 25, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval perform by the Conflicts Committee) (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; , which breach or failure to perform (c1) in the case of a breach or failure to perform by either Seller, would give rise to the Partnership failure of a condition set forth in Section 5.1, and (2) in the case of a breach or Parentfailure to perform by Buyer, would give rise to the failure of a condition set forth in Section 5.2 (and in each case such breach is not reasonably capable of being cured or such condition is not reasonably capable of being satisfied within seven (7) Business Days after the receipt of notice thereof by the defaulting party from the non-defaulting party, it being understood and agreed that this Agreement may not be terminated pursuant to this Section 8.1(a)(i) during, or following, such period of seven (7) Business Days if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealablebreach is cured during such period); provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall is not be available to a the non-breaching party if such injunction or Law was due to the other party is at that time in material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (b) by either Buyer or Seller, if a court of competent jurisdiction or other Governmental Entity shall have issued a final, non-appealable order, decree or ruling in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby; (c) by mutual written consent of Buyer and Seller duly authorized by the Board of Directors of Seller and the Board of Directors of Buyer, or authorized committee thereof; or (d) by either Buyer or Seller if the PartnershipClosing shall not have occurred on or before September 30, if Parent2008, Merger Sub or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or unless the failure to perform (i) if it occurred or was continuing to occur on consummate such Closing is the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) wilful and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) Transaction Agreement by Parent, if the Partnership or the General Partner shall have breached or failed party seeking to perform any of its representations, warranties, covenants or other agreements contained in terminate this Agreement; provided, however, that the passage of such period shall be tolled for any part thereof during which breach any party shall be subject to a non-final order, decree, ruling or failure to perform (i) if it occurred action restraining, enjoining or was continuing to occur on otherwise prohibiting the Closing Date, would result in a failure consummation of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereofClosing.

Termination or Abandonment. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, as follows: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership or Parent, if the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25January 6, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2017 (the “End Long Stop Date”); provided, howeverthat the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to any Party whose action or failure to fulfill any obligation under this Agreement proximately caused or resulted in the Effective Time not occurring prior to the Long Stop Date; provided, further, that if on the Long Stop Date all of the conditions to Closing, other than any of the conditions condition set forth in Section 6.1(b7.1(c) (or Section 6.1(c7.1(b) as it relates to the HSR Act or any other Antitrust Law), shall have been satisfied or shall be capable of being satisfied at such time, the End Long Stop Date shall automatically may be extended by either Party for a period of 90 days by written notice to October 25, 2022, which date shall thereafter be deemed to be the End Dateother Party; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) Long Stop Date shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement;so extended more than twice. (c) by either the Partnership Company or Parent, if an injunction Order by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect, or a Law shall have been enteredadopted or be effective, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has in each case shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c8.1(c) shall not be available to a party Party if such injunction Order (or Law such Order becoming final and nonappealable) was due to proximately caused by or the result of the material breach by such party Party of any representation, warranty, covenant or other agreement of such party Party set forth in this Agreement; (d) by either the PartnershipCompany or Parent, if Parentthe Company Stockholder Approval shall not have been obtained at the Company Special Meeting or at any adjournment or postponement thereof; (e) by the Company (provided, that the Company is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if (i) Parent or Merger Sub or GP Merger Sub shall have has breached or failed to perform any of its representationsrepresentation, warrantieswarranty, covenants covenant or other agreements agreement contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth the conditions in Section 6.2(a) or Section 6.2(b) Article VII not being satisfied and (ii) by its naturewhich breach, canfailure to perform or inaccuracy is either not be cured prior to the End Date or, if such breach curable or failure is capable of being not cured by the End Date, Parent does not cure such breach or failure within thirty earlier of (30A) the Long Stop Date and (B) the date that is 30 calendar days after receiving following written notice from the Partnership describing such breach or failure in reasonable detail Company to Parent; (f) by Parent (provided that the Partnership may Parent is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of Company has breached any representation, warranty, covenant or other agreement contained hereinin this Agreement (other than an intentional and material breach of Section 6.3), which breach would result in the conditions in Article VII not being satisfied; andand (ii) which breach, failure to perform or inaccuracy is either not curable or is not cured by the earlier of (A) the Long Stop Date and (B) the date that is 30 calendar days following written notice from Parent to the Company; (fg) by either the Partnership Company, prior to the receipt of the Company Stockholder Approval, in compliance with Section 6.3(f) in order to accept a Company Superior Proposal, subject to the prior or concurrent payment of the Termination Fee to Parent and otherwise subject to Section 8.3; or (h) by Parent, (i) at any time following failure by the Company to include the Company Recommendation in the Proxy Statement; (ii) at any time following an Adverse Recommendation Change; or (iii) if the Support Company shall be in intentional and material breach of Section 6.3; provided that Parent’s right to terminate this Agreement is terminated pursuant to this Section 8.1(h) shall expire, in the case of clauses (i) or (ii) only, upon the earlier of (A) the Company Stockholder Approval having been obtained and (B) 5:00 p.m. (New York City time) on the 30th calendar day following the date on which such Adverse Recommendation Change occurs, and in the case of clause (iii), upon the Company Stockholder Approval having been obtained. The party seeking to terminate this Agreement pursuant to this Section 8.1 shall give written notice of such termination to the other parties in accordance with Section 2.1 thereof9.7, specifying the provision of this Agreement pursuant to which such termination is effected.

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective TimeClosing Date: (a) by the mutual written consent of the Partnership Seller and ParentBuyer; (b) by either the Partnership Seller or ParentBuyer, if the LP Merger shall not have been consummated on any court of competent jurisdiction or prior to April 25governmental body, 2022 authority or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), agency having jurisdiction shall have been satisfied issued an order, decree or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of ruling or taken any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently action restraining, enjoining or otherwise prohibiting the consummation of the Mergers transactions contemplated by this Agreement and such injunction order, decree, ruling or other Law has action shall have become final and nonappealable; provided; (c) by Buyer, however, that if one or more of the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due conditions to the material breach obligation of Buyer to Close as provided in Article VIII has not been fulfilled by such party of any representationDecember 31, warranty2003, covenant or other agreement of such party set forth in this Agreement;or (d) by the PartnershipSeller, if Parent, Merger Sub one or GP Merger Sub shall have breached or failed to perform any more of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior conditions to the End Date orobligation of Seller to Close as provided in Article IX has not been fulfilled by December 31, if such breach or failure is capable 2003. In the event of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right of this Agreement pursuant to this Section 7.1(d) if it is then in material 11.1, this Agreement shall terminate and there shall be no other liability on the part of Seller or Buyer, to the other party hereto except liability arising out of a breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, in which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Dateevent, the Partnership or non-breaching party reserves the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the right to seek all available remedies. The termination right of this Agreement pursuant to this Section 7.1(e11.1 shall become effective on the date (x) if it in the case of a termination pursuant to Section 11.1(a), the consent is then executed by both parties and (y) in material breach the case of any representationa termination pursuant to Section 11.1(b), warranty(c) or (d), covenant or written notice is given by the terminating party to the other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereofparty hereto.

Termination or Abandonment. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement may be terminated and the Offer or the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the Merger: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, prior to the purchase of Shares pursuant to the Offer, if (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before June 30, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2007, (the “End Date”); provided, however, that if all of ) and (ii) the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure of to consummate the Closing to occur by Merger on or before such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementdate; (c) by either the Partnership Company or Parent, Parent if any court of competent jurisdiction shall have issued or entered an injunction or other Law shall have been entered, enacted similar legal restraint or become effective order permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Offer or the Merger, and such injunction injunction, legal restraint or other Law has order shall have become final and nonappealable; providednon-appealable, however, provided that the right party seeking to terminate this Agreement under pursuant to this Section 7.1(c) shall not have used such efforts as may be available required by Section 5.6 to a party if prevent, oppose and remove such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementinjunction; (d) by the Partnership, if Parent, Merger Sub or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereof.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before February 28, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2011 (the “End Date”); provided, however, that if all of ) and (ii) the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right party seeking to terminate this Agreement pursuant to this Section clause 7.1(b) shall not be available to have breached in any material respect its obligations under this Agreement in any manner that has been a party if principal cause of or resulted in the failure of to consummate the Closing to occur by Merger on or before such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementdate; (c) by either the Partnership Company or Parent, Parent if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; providednon-appealable, however, provided that the right party seeking to terminate this Agreement under pursuant to this Section clause 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party have complied with its obligations under Section 5.6 of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (d) by either the PartnershipCompany or Parent if the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Stockholder Approval contemplated by this Agreement shall not have been obtained; (e) by the Company, if Parent, Merger Sub or GP Merger Sub Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i1) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii2) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise Company shall have given Parent written notice, delivered at least 10 days prior to such termination, stating the termination right Company’s intention to terminate this Agreement pursuant to this Section 7.1(d7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)and the basis for such termination; (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i1) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b) 6.3 and (ii2) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise shall have given the termination right Company written notice, delivered at least 10 days prior to such termination, stating Parent’s intention to terminate the Agreement pursuant to this Section 7.1(e7.1(f) and the basis for such termination; (g) by the Company, at any time prior to obtaining the Company Stockholder Approval, in order to enter into any agreement, understanding or arrangement providing for a Company Superior Proposal (a “Superior Proposal Agreement”), if the Company has complied with its obligations under Section 5.3(f), provided, that any such purported termination by the Company pursuant to this Section 7.1(g) shall be void and of no force or effect unless the Company concurrently with such termination pays to Parent the Termination Fee in accordance with Section 7.2; (h) by Parent or Merger Sub, in the event of a Company Change of Recommendation, it is then in material breach being agreed that the taking of any representation, warranty, covenant of the actions contemplated by Section 5.3(a) or other agreement contained herein)(b) shall not constitute a Company Change of Recommendation; and (fi) by either the Partnership Company or Parent, if the Support Bankruptcy Court shall not have approved the Merger by November 30, 2010. In the event of termination of this Agreement is terminated pursuant to this Section 7.1 above, this Agreement shall terminate (except for the Confidentiality Agreement and the provisions of Section 7.2 (and any other provision herein related to payment of the Termination Fee) and Article VIII (other than equitable remedy rights pursuant to Section 8.5), which shall survive termination), and there shall be no other liability on the part of the Company or Parent to the other except liability arising out of fraud or any intentional breach of any covenant of this Agreement or as provided for in accordance with Section 2.1 thereofthe Confidentiality Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after Company Stockholder Approval has been obtained: (a) by the mutual written consent of the Partnership Company and ParentSodium; (b) by either the Partnership Company or ParentSodium, if the LP Merger shall not have been consummated on or prior to April 252, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2025 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b7.1(c), Section 7.1(d) or or, at the election of Sodium, Section 6.1(c7.3(d) (such election, an “Extension Election”), shall have been satisfied or shall be capable of being satisfied at such timetime (other than those conditions that by their nature are to be satisfied at the Closing), the End Date shall automatically be extended to October 252, 20222025, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b8.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership Company or ParentSodium, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become Closing would violate any final and nonappealablenon-appealable Mutual Legal Restraint; provided, however, that the right to terminate this Agreement under this Section 7.1(c8.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth to perform any of its obligations under this Agreement contributed, in this Agreementany material respect, to the issuance or continued existence of such Mutual Legal Restraint; (d) by either the PartnershipCompany or Sodium, if Parentthe Company Stockholder Meeting (including any adjournments or postponements thereof) shall have concluded, Merger Sub at which a vote upon the adoption of this Agreement was taken and the Company Stockholder Approval was not obtained; (e) by the Company, if Sodium, Sodium US or GP Merger Sub shall have breached its representations or warranties or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a7.2(a) or Section 6.2(b7.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does is not cure such breach or failure cured within thirty (30) days after receiving following written notice from thereof to Sodium or by its nature or timing cannot be cured during such period (or, in each case, such fewer days as remain prior to the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinEnd Date); (ef) by ParentSodium, if the Partnership or the General Partner Company shall have breached its representations or warranties or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a7.3(a) or Section 6.3(b7.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does is not cure such breach or failure cured within thirty (30) days after receiving following written notice from Parent describing thereof to the Company or by its nature or timing cannot be cured during such breach or failure period (or, in reasonable detail each case, such fewer days as remain prior to the End Date); (provided that Parent may not exercise g) by Sodium, prior to receipt of the termination right pursuant to this Section 7.1(e) if it is then Company Stockholder Approval in material breach the event of any representation, warranty, covenant or other agreement contained herein)a Company Change of Recommendation; and (fh) by either the Partnership or ParentSodium, if the Support Closing would violate any final and non-appealable Specified Legal Restraint; provided, however, that the right to terminate this Agreement is terminated under this Section 8.1(h) shall not be available to Sodium if its failure to perform any of its obligations under this Agreement contributed, in accordance with Section 2.1 thereofany material respect, to the issuance or continued existence of such Specified Legal Restraint.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before 5:00 p.m. (New York City time) on December 31, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2014 (the “End Date”); provided, however, that if all of ) and (ii) the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached in any material respect its obligations under this Agreement in a manner that shall have been a principal cause of the failure to consummate the Merger on or before such date; provided, however, that the End Date may be available extended by either party for up to a party two additional thirty (30) calendar day periods (all such extensions not to exceed sixty (60) calendar days in the aggregate), if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party only condition set forth in this AgreementArticle VI that has not been satisfied or waived (other than those conditions that by their nature are satisfied at the Closing) is the condition set forth in Section 6.1(c); (c) by either the Partnership Company or ParentParent if any court of competent jurisdiction (including, if an for the avoidance of doubt, the jurisdictions set forth on Schedule 6.1(b)) shall have issued or entered a permanent injunction or other Law a similar order shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; providednon-appealable, however, provided that the right party seeking to terminate this Agreement under pursuant to this Section 7.1(c) shall have used such reasonable best efforts as may be required by Section 5.6 to prevent, oppose and remove such injunction; (d) by either the Company or Parent if the condition set forth in Section 6.1(a) shall have not been obtained at the Company Stockholders Meeting; provided that such termination right shall only be available to a party applicable if such injunction or Law was due to condition has not already been satisfied; (e) by the Company (provided that the Company is not then in material breach by such party of any representation, warranty, agreement or covenant or other agreement of contained in this Agreement such party that the conditions set forth in this Agreement; (dSection 6.3(a) by the Partnershipor Section 6.3(b) are unable to be satisfied), if Parent, Merger Sub Parent or GP Merger Sub shall have breached or failed to perform any of its their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its natureif curable, cannot be cured prior to the earlier of the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving following the Company’s delivery of written notice from the Partnership describing of such breach to Parent); (f) by Parent, (i)(A) in the event of a Change of Recommendation or failure (B) a tender or exchange offer for Company Common Stock that would, if consummated in reasonable detail accordance with its terms, constitute an Alternative Transaction is commenced by a Person unaffiliated with Parent and, within ten (10) Business Days after the public announcement of the commencement of such tender or exchange offer, the Company shall not have issued a public statement (and filed a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act) reaffirming the Company Recommendation and recommending that the Company’s stockholders reject such tender or exchange offer and not tender any shares of Company Common Stock into such tender or exchange offer, (ii) the Company shall have breached its obligations under Section 5.4 in any material respect and failed to cease such breach within two (2) Business Days of being notified by Parent of such breach, or (iii) (provided that the Partnership may Parent is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, agreement or covenant such that the conditions set forth in Section 6.2(a) or other agreement contained herein); (e6.2(b) by Parent, are unable to be satisfied) if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this AgreementAgreement (other than Section 5.4), which breach or failure to perform (ix) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (iiy) by its natureif curable, cannot be cured by prior to the earlier of the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving following Parent’s delivery of written notice from to the Company of such breach; (g) by the Company, at any time prior to the Company Stockholder Approval having been obtained (i) after the Company shall have received a Superior Proposal, in order for the Company to enter into a merger agreement, acquisition agreement, purchase agreement or other similar definitive agreement with respect to such Superior Proposal, in each case to the extent permitted, and subject to the terms of, Section 5.4, (ii) the Company has complied with its obligations under Section 5.4 in all material respects, and (iii) prior to or concurrent with such termination, the Company shall have paid the Termination Fee to Parent describing such breach or failure in reasonable detail pursuant to Section 7.3 (provided that Parent may not exercise the it being understood any purported termination right of this Agreement pursuant to this Section 7.1(e7.1(g) shall be null and void if it the Company shall not have paid the Termination Fee prior to or concurrent with such termination); (h) by the Company, at any time after the date that is then sixty (60) days following the date of this Agreement and on or prior to 5:00 pm (New York City time) on the date that is seventy-five (75) days following the date of this Agreement, only in material breach the event that the Verso Junior Noteholder Consent has not been obtained, or the condition set forth in Section 6.1(e) has not been satisfied, in each case, on or prior to the date that is sixty (60) days following the date of any representation, warranty, covenant this Agreement; provided that such termination right shall only be applicable if the New NewPage Term Loan Facility shall not have been funded in an amount sufficient to pay the Repayment Amount and the Recapitalization Dividend on or other agreement contained herein)prior to such time; and (fi) by either the Partnership Company, at any time after January 17, 2014 and on or Parentprior to 5:00 pm (New York City time) on January 21, if 2014, only in the Support Agreement is terminated event that the condition set forth in accordance with Section 2.1 thereof6.1(m) has not been satisfied prior to such termination.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before October 10, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2009 (the “End Date”); provided, however, that if all of ) and (ii) the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right party seeking to terminate this Agreement pursuant to this Section clause 7.1(b) shall not be available to have breached in any material respect its obligations under this Agreement in any manner that has been a party if principal cause of or resulted in the failure of to consummate the Closing to occur by Merger on or before such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementdate; (c) by either the Partnership Company or Parent, Parent if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; providednon-appealable, however, provided that the right party seeking to terminate this Agreement under pursuant to this Section clause 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party have complied with its obligations under Section 5.6 of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (d) by either the PartnershipCompany or Parent if the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Stockholder Approval contemplated by this Agreement shall not have been obtained; (e) by the Company, if Parent, Merger Sub or GP Merger Sub Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i1) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii2) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise Company shall have given Parent written notice, delivered at least 60 days prior to such termination, stating the termination right Company’s intention to terminate this Agreement pursuant to this Section 7.1(d7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)and the basis for such termination; (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i1) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b) 6.3 and (ii2) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise shall have given the termination right Company written notice, delivered at least 60 days prior to such termination, stating Parent’s intention to terminate the Agreement pursuant to this Section 7.1(e7.1(f) and the basis for such termination; (g) by the Company, at any time prior to obtaining the Company Stockholder Approval, in order to enter into any agreement, understanding or arrangement providing for a Company Superior Proposal (a “Superior Proposal Agreement”), if it is then the Company has complied with its obligations under Section 5.3(h), provided, that any such purported termination by the Company pursuant to this Section 7.1(g) shall be void and of no force or effect unless the Company concurrently with such termination pays to Parent the Termination Fee in material breach of any representation, warranty, covenant or other agreement contained herein)accordance with Section 7.2; and (fh) by either Parent or Merger Sub, in the Partnership event of a Company Change of Recommendation, it being agreed that the taking of any of the actions contemplated by Section 5.3(a) or Parent(b) shall not constitute a Company Change of Recommendation. In the event of termination of this Agreement pursuant to this Section 7.1 above, if this Agreement shall terminate (except for the Support Confidentiality Agreement is terminated and the provisions of Section 7.2 (and any other provision herein related to payment of the Termination Fee or the Reverse Termination Fee), and Article VIII, which shall survive termination), and there shall be no other liability on the part of the Company or Parent to the other except liability arising out of fraud or any intentional breach of any covenant of this Agreement (subject to the limitation in accordance Section 7.2) or the failure to obtain the Financing or as provided for in the Confidentiality Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity. For purposes of clarification, the payment of the Reverse Termination Fee shall not relieve Parent or Merger Sub for any failure to comply with their respective obligations under Section 2.1 thereof5.6 hereof.

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if if: (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before May 31, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2007 (the “End Date”); provided, however, and the party seeking to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not have breached its obligations under this Agreement in any manner that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied proximately caused the failure to consummate the Merger on or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be before the End Date; provided, further, that the right to Company may not terminate under this Agreement pursuant to this Section 7.1(b) shall not be available to a party if clause during the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this AgreementMarketing Period; (cii) by either the Partnership an injunction, other legal restraint or Parent, if an injunction or other Law order shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction injunction, other legal restraint or other Law has order shall have become final and nonappealable; providednon-appealable, however, provided that the right party seeking to terminate this Agreement under pursuant to this Section 7.1(c7.1(b)(ii) shall have used its reasonable best efforts to remove such injunction, other legal restraint or order in accordance with Section 5.6; or (iii) the Company Meeting (including any adjournments thereof) shall have concluded and the Company Stockholder Approval contemplated by this Agreement shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementhave been obtained; (dc) by the PartnershipCompany, if Parent, Merger Sub or GP Merger Sub if: (i) Parent shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, provided that the Company is not in material breach of its representations, warranties, covenants or other agreements contained in this Agreement and shall have given Parent does not cure such breach or failure within written notice, delivered at least thirty (30) days prior to such termination, stating the Company’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; or (ii) prior to the receipt of the Company Stockholder Approval, (A) the Board of Directors of the Company (or the Special Committee) has received a Superior Proposal, (B) in light of such Superior Proposal a majority of the disinterested directors of the Company (or the Special Committee) shall have determined in good faith, after receiving written consultation with outside counsel, that the failure to withdraw or modify its Recommendation would be inconsistent with the Board of Directors of the Company’s (or the Special Committee’s) exercise of its fiduciary duty under applicable Law, (C) the Company has notified Parent in writing of the determinations described in clause (B) above, (D) at least 5 Business Days following receipt by Parent of the notice from referred to in clause (C) above, and taking into account any revised proposal made by Parent since receipt of the Partnership describing such breach or failure notice referred to in reasonable detail clause (C) above (provided that the Partnership may not exercise Company has negotiated in good faith with Parent with respect to any such revised proposal), such Superior Proposal remains a Superior Proposal and a majority of the disinterested directors of the Company (or the Special Committee) has again made the determinations referred to in clause (B) above, (E) the Company is in compliance, in all material respects, with Section 5.3, (F) the Company has previously paid, or contemporaneously with such termination right pursuant to this pays, the fee due under Section 7.1(d7.2 and (G) if it is then in material breach the Board of any representationDirectors of the Company has approved, warrantyand the Company concurrently enters into, covenant or other a definitive agreement contained herein);providing for the implementation of such Superior Proposal. (ed) by Parent, if if: (i) the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b) 6.3 and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, provided that Parent is not in material breach of its representations, warranties, covenants or other agreements contained in this Agreement and shall have given the Partnership or the General PartnerCompany written notice, as applicable, does not cure such breach or failure within delivered at least thirty (30) days after receiving written notice from Parent describing prior to such breach or failure in reasonable detail (provided that Parent may not exercise the termination right termination, stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(d)(i) and the basis for such termination; (ii) the Board of Directors of the Company or the Special Committee withdraws, modifies or qualifies in a manner adverse to Parent or Merger Sub, or publicly proposes to withdraw, modify or qualify, in a manner adverse to Parent or Merger Sub, its Recommendation, fails to recommend to the Company’s stockholders that they give the Company Stockholder Approval or approves, endorses or recommends, or publicly proposes to approve, endorse or recommend, any Alternative Proposal; or (iii) the Company gives Parent the notification contemplated by Section 7.1(c)(ii)(C). (e) In the event of termination of this Agreement pursuant to this Section 7.1, this Agreement shall terminate (except for the Confidentiality Agreement, the Limited Guarantees and the provisions of this Section 7.1(e) if it is then in material ), Section 7.2 and Article VIII), and there shall be no other liability on the part of the Company or Parent and Merger Sub to the other except liability arising out of any willful breach of any representationof the representations, warrantywarranties or covenants in this Agreement by the Company (subject to the express limitations set forth in this Agreement), covenant or other agreement contained herein); and (f) by either as provided for in the Partnership Confidentiality Agreement or Parentthe Limited Guarantees, if in which case the Support Agreement is terminated aggrieved party shall be entitled to all rights and remedies available at Law or in accordance with Section 2.1 thereofequity.

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective TimeClosing: (a) by the mutual written consent of the Partnership Transferor and Parent; (b) by either the Partnership Transferor or Parent, Parent if the LP Merger Closing shall not have been consummated occurred on or prior to April 25before June 30, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2018 (the “End Termination Date”); provided, however, that if all unless the failure of the conditions Closing to Closing, other than any have occurred by the Termination Date shall be due to the failure of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right party seeking to terminate this Agreement pursuant to this Section 7.1(b9.1(b) shall not be available to a party if perform or otherwise comply with in all material respects the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement covenants and agreements of such party set forth in this Agreementherein; (c) by either the Partnership or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall Parent (so long as Parent is not be available to a party if such injunction or Law was due to the then in material breach by such party of any representationcovenant, warranty, covenant representation or warranty or other agreement contained herein which breach would cause the Closing conditions of such party set forth in this Agreement; (d) by Transferor not to be satisfied if the PartnershipClosing were to occur at the time of termination), if Parent, Merger Sub or GP Merger Sub shall have breached or failed to perform there has been a breach by Transferor of any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (iany such representation and warranty shall have become untrue in any material respect, in either case such that Section 7.3(a) if it occurred or was continuing to occur on the Closing Datehereof would be incapable of being satisfied, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure condition has not been cured within 30 Business Days following receipt by Transferor of notice of such breach; (d) by Transferor (so long as Transferor is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representationcovenant, warranty, covenant representation or warranty or other agreement contained hereinherein which breach would cause the Closing conditions of Parent, Issuer or GPI not to be satisfied if the Closing were to occur at the time of termination); (e) , if there has been a breach by Parent, if the Partnership Issuer or the General Partner shall have breached or failed to perform GPI of any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (iany such representation and warranty shall have become untrue in any material respect, in either case such that Section 7.2(a) if it occurred or was continuing to occur on the Closing Datehereof would be incapable of being satisfied, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable condition has not been cured within 30 Business Days following receipt by Parent, Issuer or GPI of being cured notice of such breach; or (e) by either Transferor or Issuer if any Law or Order by any Governmental Authority preventing or prohibiting consummation of the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right Transactions shall have become final and nonappealable. The party desiring to terminate this Agreement pursuant to this Section 7.1(e) if it 9.1 will give written notice of such termination to the other party, specifying the provision pursuant to which such termination is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereofeffected.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time:, whether before or after the Company Stockholder Approval (except as otherwise provided below): (a) by the mutual written consent of the Partnership Company and Parent; (b) by either Parent or the Partnership or Parent, Company if the LP Merger shall not have been consummated on or prior to April 25September 30, 2022 or such later date 2015 (as may be agreed in writing by Parent and extended pursuant to the Partnership proviso of this clause (following approval by the Conflicts Committee) (b), the “End Date”); provided, however, that if the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to a party whose failure to perform or comply in all material respects with the covenants and agreements of the conditions to Closing, other than any of the conditions such party set forth in Section 6.1(bthis Agreement was the principal cause of the failure of the Closing to occur by such date; (c) by either the Company or Section 6.1(c)Parent, if any Order or other Law shall have been satisfied issued, enforced or entered by any Governmental Entity that has the effect of permanently precluding, restraining, enjoining or otherwise prohibiting the consummation of the Merger and the other transactions contemplated hereby and such Order or other Law shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Datehave become final and non-appealable; provided, further, provided that the right to terminate this Agreement pursuant to this Section 7.1(b8.1(c) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementthat has breached Section 6.8; (cd) by either the Partnership Company or Parent, if an injunction the Company Stockholders’ Meeting (including any adjournments or other Law postponements thereof) shall have concluded and the Company Stockholder Approval contemplated by this Agreement shall not have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealableobtained; provided, however, that any termination pursuant to this Section 8.1(d) shall be deemed a termination pursuant to Section 8.1(g) or Section 8.1(l), as the right case may be, if at the time of such termination Parent is permitted to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementpursuant thereto; (de) by the PartnershipCompany, if Parent, Merger Sub or GP Merger Sub Parent shall have materially breached or materially failed to perform any of its representations, warranties, covenants or other agreements contained in this AgreementAgreement (other than Section 6.5), which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 7.1 or Section 6.2(b) 7.2 and (ii) shall not have been cured within 30 days following receipt by Parent of written notice of such breach from the Company (such notice to describe such breach in reasonable detail), or which breach, by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (ef) by Parent, if the Partnership or the General Partner Company shall have materially breached or materially failed to perform any of its representations, warranties, covenants or other agreements contained in this AgreementAgreement (other than Section 6.4), which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 7.1 or Section 6.3(b) 7.3 and (ii) shall not have been cured within 30 days following receipt by the Company of written notice of such breach from Parent (such notice to describe such breach in reasonable detail), or which breach, by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (g) by Parent, in the event (x) a Company Change of Recommendation shall have occurred (whether or not permitted by this Agreement) and/or (y) the Company or any of its directors and/or officers shall have breached (or shall be deemed to have breached) Section 6.4 in any material respect; (h) by the Company, in the event (x) a Parent Change of Recommendation shall have occurred (whether or not permitted by this Agreement) and/or (y) Parent or any of its directors and/or officers shall have breached (or shall be deemed to have breached) Section 6.5 in any material respect; (i) by the Company at any time prior to obtaining the Company Stockholder Approval, if (x) the Board of Directors of the Company has authorized the Company to enter into a definitive agreement with respect to a Company Superior Offer, (y) the Company has complied in all material respects with its obligations under Section 6.4(e) and (z) within a reasonable period after the termination of this Agreement, the Company enters into a definitive agreement with respect to the Company Superior Offer referred to in the foregoing clause (x); provided, that the right of the Company to terminate this Agreement pursuant this Section 8.1(i) is conditioned on and subject to the payment by the Company to Parent of the Company Termination Fee in accordance with Section 8.3 and any purported termination by the Company pursuant to this Section 8.1(i) shall be void and of no force or effect unless the Company pays to Parent the Company Termination Fee in accordance with Section 8.3; (j) by Parent at any time, if (x) the Board of Directors of Parent has authorized Parent to enter into a definitive agreement with respect to a Parent Superior Offer, (y) Parent has complied in all material respects with its obligations under Section 6.5(e) and (z) within a reasonable period after the termination of this Agreement, Parent enters into a definitive agreement with respect to the Parent Superior Offer referred to in the foregoing clause (x); provided, that the right of Parent to terminate this Agreement pursuant this Section 8.1(j) is conditioned on and subject to the payment by Parent to the Company of the Parent Termination Fee in accordance with Section 8.3 and any purported termination by Parent pursuant to this Section 8.1(j) shall be void and of no force or effect unless Parent pays to the Company the Parent Termination Fee in accordance with Section 8.3; (k) by the Company if (i) the Board of Directors of Parent shall fail to recommend against any Parent Acquisition Proposal (including, in the case of any Parent Acquisition Proposal subject to Regulation 14D of the Exchange Act, failing to recommend against such Parent Acquisition Proposal in a solicitation or recommendation statement on Schedule 14D-9) within ten Business Days after the commencement of such Parent Acquisition Proposal; provided that the Company exercises such termination right within five Business Days after the end of such ten Business Day period, (ii) the Board of Directors of Parent shall fail to publicly reaffirm the Parent Recommendation within ten Business Days following a written request therefor by the Company (provided, that the Company may only make such request an aggregate of three times plus an additional request for every new Parent Acquisition Proposal plus an additional request for every material change to a previously announced Parent Acquisition Proposal); provided that the Company exercises such termination right within five Business Days after the end of such ten Business Day period, (iii) the Board of Directors of Parent or any committee thereof or Parent shall grant to any Third Party any waiver, exemption or release under, or terminate, amend or otherwise modify any standstill or similar provisions in any standstill, confidentiality or similar agreement with respect to any class of equity securities of Parent or any of its Subsidiaries, or otherwise request that any party thereto take any action that would otherwise be prohibited thereunder had such request not been made, or take any action that would render the provisions thereof ineffective (in each case other than a waiver by Parent of any standstill or similar provisions in any Acceptable Confidentiality Agreement entered into after the date of this Agreement in order to permit the counterparty thereto to make a Parent Acquisition Proposal), (iv) the Board of Directors of Parent or any committee thereof shall approve any transaction under, or any Third Party becoming an “interested stockholder” under, Section 203 of the DGCL (or similar concepts under any other applicable Takeover Law), or (v) the Board of Directors of Parent or any committee thereof shall resolve, propose, agree or publicly announce an intention to do any of the foregoing; and (fl) by either Parent if (i) the Partnership Board of Directors of the Company shall fail to recommend against any Company Acquisition Proposal (including, in the case of any Company Acquisition Proposal subject to Regulation 14D of the Exchange Act, failing to recommend against such Company Acquisition Proposal in a solicitation or Parentrecommendation statement on Schedule 14D-9) within ten Business Days after the commencement of such Company Acquisition Proposal; provided that Parent exercises such termination right within five Business Days after the end of such ten Business Day period, if (ii) the Support Board of Directors of the Company shall fail to publicly reaffirm the Company Recommendation within ten Business Days following a written request therefor by Parent ( provided , that Parent may only make such request an aggregate of three times plus an additional request for every new Company Acquisition Proposal plus an additional request for every material change to a previously announced Company Acquisition Proposal); provided that Parent exercises such termination right within five Business Days after the end of such ten Business Day period, (iii) the Board of Directors of the Company or any committee thereof or the Company shall grant to any Third Party any waiver, exemption or release under, or terminate, amend or otherwise modify any standstill or similar provisions in any standstill, confidentiality or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or otherwise request that any party thereto take any action that would otherwise be prohibited thereunder had such request not been made, or take any action that would render the provisions thereof ineffective (in each case other than a waiver by the Company of any standstill or similar provisions in any Acceptable Confidentiality Agreement is terminated entered into after the date of this Agreement in accordance with order to permit the counterparty thereto to make a Company Acquisition Proposal), (iv) the Board of Directors of the Company or any committee thereof shall approve any transaction under, or any Third Party becoming, an “interested stockholder” under, Section 2.1 thereof203 of the DGCL (or similar concepts under any other applicable Takeover Law), (v) the Board of Directors of the Company or any committee thereof shall render any Charter Restrictions inapplicable to any Company Acquisition Transaction, or (vi) the Board of Directors of the Company or any committee thereof shall resolve, propose, agree or publicly announce an intention to do any of the foregoing.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this This Agreement may be terminated and the Merger and the other transactions contemplated by this Agreement abandoned at any time prior to the Effective Time, whether before or after any approval by the shareholders of the Company of the matters presented in connection with the Merger: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if if: (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to before April 2524, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2025 (the “Initial End Date”); providedprovided that the Initial End Date shall be automatically extended until September 24, however, that 2025 (the “Extended End Date”) if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b2.2(a)(ii) (but for purposes of Section 2.2(a)(ii) only if failure to satisfy such condition is attributable to any Antitrust and Foreign Investment Law) or Section 6.1(c), 2.2(a)(iii) shall not have been satisfied as of the close of business on the date that is two (2) Business Days immediately prior to the Initial End Date but all other conditions to Closing set forth in Article 2 shall have been satisfied or waived, as applicable (except for those conditions which by their nature are to be satisfied at the Closing, provided that such conditions shall then be capable of being satisfied at if the Closing were to take place on such timedate) (as used in this Agreement, the term “End Date” shall mean the Initial End Date, unless the Initial End Date shall automatically be has been extended according to October 25the foregoing proviso, 2022in which case, which date shall thereafter be deemed to be the term “End Date” shall mean the Extended End Date); provided, further, that the right to terminate this Agreement may not be terminated by a Party pursuant to this Section 7.1(b7.1(b)(i) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (d) by the Partnership, if Parent, Merger Sub or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach Party’s actions or failure to perform (i) if it occurred act are the primary cause of the failure to satisfy the conditions to such Party’s obligation to consummate the Merger under this Agreement on or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to before the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right as extended pursuant to this Section 7.1(d7.1(b)(i)) if it is then or to consummate the Merger on or before the End Date and, in material any such case, such actions or failures to act constitute a breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, such Party’s covenants or other agreements contained in this Agreement, which breach obligations required to be performed at or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to Effective Time under this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereof.Agreement;

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after delivery of the Written Consent: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if (i) the LP Merger shall Effective Time will not have been consummated occurred on or prior to before April 2530, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2015 (the “End Date”)) and (ii) the Party seeking to terminate this Agreement pursuant to this Section 7.1(b) will not have breached in any material respect its obligations under this Agreement in any manner that will have proximately caused the failure to consummate the Merger on or before such date; provided, however, that if all that, if, as of the End Date, all conditions to Closingset forth in Sections 6.1, 6.2 and 6.3 will have been satisfied or waived (other than any of those that are to be satisfied by action taken at the Closing and other than the conditions set forth in Section 6.1(b) or Section 6.1(c)), shall have been satisfied then the Company or shall be capable of being satisfied at such time, Parent can (each in its sole discretion) extend the End Date shall automatically be extended to October 25May 31, 20222015, by providing written notice to the other Party on or before the End Date, in which date shall thereafter be deemed to case May 31, 2015 will be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in Date for all purposes under this Agreement; (c) by either the Partnership Company or Parent, Parent if an injunction or other Law shall will have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has will have become final and nonappealable; providednon-appealable, however, provided that the right Party seeking to terminate this Agreement under pursuant to this Section 7.1(c) shall not be available will have used its best efforts to a party if remove such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementinjunction; (d) by the PartnershipCompany or Parent, if the Written Consent has not been delivered to the Company and Parent within twenty-four (24) hours after the Go-Shop Period End Date; provided, however, (x) the Company may not exercise this termination right under this Section 7.1(d) until the day that is the fifth (5th) Business Day following the day that is twenty-four (24) hours after the Go-Shop Period End Date and (y) that this Section 7.1(d) will cease to have any force and effect upon receipt of a copy of the Written Consent by the Company and Parent; (e) by the Company, Merger Sub or GP Merger Sub shall if Parent will have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date; provided, that the Company will have given Parent does not cure such breach or failure within written notice, delivered at least thirty (30) days after receiving written notice from the Partnership describing prior to such termination, notifying Parent of such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)perform; (ef) by Parent, if the Partnership or the General Partner shall Company will have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b6.3 and (ii) cannot be cured by the End Date; provided, that Parent will have given the Company written notice, delivered at least thirty (30) days prior to such termination, notifying the Company of such breach or failure to perform; or (g) by the Company, if the Company Board has (i) concluded in good faith, after consultation with the Company’s outside legal and financial advisors, that in light of a Superior Proposal, it would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s stockholders under applicable Law to make the Company Board Recommendation or to fail to effect a Change of Recommendation in a manner adverse to Parent; provided, however, that the Company (i) will have given Parent written notice (a “Termination Notice”) of its intention to terminate this Agreement pursuant to this Section 7.1(g), which notice will attach the most current unredacted version of the proposed agreement relating to such Superior Proposal (or if there is no proposed agreement, a description in reasonable detail of the material terms and conditions of such Superior Proposal, including the identity of the Person or group of Persons making such Superior Proposal (such Person or group of Persons, the “Change of Recommendation Party”)) and (ii) by its nature, cannot be cured prior to complied with the End Date or, if such breach or failure is capable provisions of being cured by Section 5.3(g). In the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the event of termination right of this Agreement pursuant to this Section 7.1(e7.1, this Agreement will terminate (except for the Confidentiality Agreement referred to in Section 5.2, this paragraph and the provisions of Section 7.2 and Article VIII), and there will be no other liability or obligation on the part of the Company, on the one hand, or Parent and Merger Sub, on the other hand, to the other except (i) if it is then as provided for in material the Confidentiality Agreement, (ii) subject, in all respects, to the limitations set forth in Section 7.2, as arising out of the fraud of the Company or a Company Material Breach, or (iii) as arising out of the fraud of Parent or Merger Sub, intentional breach of this Agreement by Parent or Merger Sub, or the failure of Parent or Merger Sub to fulfill a condition to the performance of the obligations of the Company or failure of Parent or Merger Sub to perform an agreement or covenant hereof, in which case, Parent or Merger Sub will not be relieved of any representationliability to the Company, warrantywhether in Law or in equity, covenant as a result of such failure or breach. Notwithstanding any provision of this Agreement to the contrary, and subject, in all respects, to the limitations set forth in Section 7.2, (x) the Company’s aggregate liability under this Agreement will not exceed under any circumstances $62,804,683 in the aggregate (the “Company Maximum Liability Amount”), (y) the Company shall under no circumstances be liable to pay money damages, on the one hand, and the Termination Fee, the Change of Recommendation Termination Fee or the Parent Expenses, on the other agreement contained herein); and hand and (fz) by either the Partnership Company shall under no circumstances be liable to pay money damages in the event that any of the Termination Fee, the Change of Recommendation Termination Fee or Parent, if the Support Agreement Parent Expenses is terminated in accordance with Section 2.1 thereofpayable hereunder.

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time:Time in accordance with the following provisions (whether before or after any approval of the matters presented in connection with the Merger by the shareholders of the Company, unless specified otherwise herein): (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to before April 2521, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2008 (the “End Date”)) and (ii) the failure of the Effective Time to have occurred by such date is not the result of, or caused by, the failure of the party seeking to exercise such termination right to perform or observe any of the covenants or agreements of such party set forth in this Agreement; provided, however, that if all of the conditions to ClosingMarketing Period has commenced on or before any such End Date, other than but not ended on or before any of the conditions set forth in Section 6.1(b) or Section 6.1(c)such End Date, shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be through the earlier of (A) final day of the Marketing Period; or (B) the tenth business day after the original End Date; provided, further, that in the event Parent shall not have obtained the Financing by the End Date (as such date may be extended pursuant to the clause above) and the conditions set forth in Sections 6.1 and 6.3 are satisfied, notwithstanding the satisfaction of the conditions in Sections 6.1 and 6.3, Parent shall have the right to terminate this Agreement pursuant to this Section 7.1(b), but only if Holdings pays the Parent Termination Fee in accordance with Section 7.2(b) (and such termination shall not be available to constitute a party if the failure breach of the Closing Parent’s obligation to occur by such date shall be primarily due close pursuant to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this AgreementSection 1.2); (c) by either the Partnership Company or Parent, Parent if an injunction injunction, order, decree or other Law ruling (“Order”) shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has Order shall have become final and nonappealablenon-appealable; provided, howeverthat the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its commercially reasonable efforts to remove such Order or other action; provided, further, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if the issuance of such injunction final, non-appealable Order or Law the failure of remove such Order was primarily due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in to perform any of its obligations under this Agreement; (d) by either the PartnershipCompany or Parent if the Company Meeting (including any adjournments or postponement thereof) shall have concluded and the Company Shareholder Approval contemplated by this Agreement shall not have been obtained; (e) by the Company, if Parent, Merger Sub or GP Merger Sub Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants warranties or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided provided, however, that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)this Agreement; (ef) by Parent, if (A) the Partnership Company, or any of its Subsidiaries or Representatives shall have failed to comply in any material respect with the provisions in Section 5.3 of this Agreement or the General Partner Board of Directors or the Special Committee shall have resolved to do so, or (B) the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants warranties or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partnerprovided, as applicablehowever, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of this Agreement; (g) by the Company, if prior to obtaining the Company Shareholder Approval, (x) the Special Committee or the Board of Directors has concluded in good faith, after consultation with the Special Committee’s or the Company’s outside legal counsel and the Advisor, that, in light of a Superior Proposal, failure to terminate this Agreement would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s stockholders (other than the Participating Holders) under applicable Law, (y) the Company has complied in all material respects with Section 5.3, and (z) concurrent with such termination, the Company enters into a definitive agreement with respect to such Superior Proposal; (h) by the Company, if Parent does not give effect to the Closing within five (5) business days after notice by the Company to Parent that the conditions set forth in Sections 6.1 and 6.3 are satisfied and Parent fails to effect the Merger within three (3) business days following the final day of the Marketing Period; provided, that at the time of such notice and at the time of such termination, the conditions set forth in Sections 6.1 and 6.3 shall in fact be and shall remain satisfied; provided, further, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.1(h) if, at the time of such termination, there exists a breach of any representation, warranty, warranty or covenant by the Company that would result in the failure to satisfy the closing conditions set forth in Section 6.3(a) or other agreement contained herein6.3(b); and (fi) by either the Partnership or Parent, if (x) the Support Board of Directors of the Company shall have effected a Change of Recommendation, or (y) the Company has failed to include the Recommendation in the Proxy Statement. In the event of termination of this Agreement is terminated pursuant to this Section 7.1, this Agreement shall terminate (except for the Confidentiality Agreement referred to in Section 5.2 and the provisions of Sections 7.2 and 8.2 through 8.14), and there shall be no other liability on the part of the Company or Parent to the other except: (A) as provided for in the Confidentiality Agreement; (B) as set forth in Section 7.2, as applicable; and (C) for liability arising out of fraud or an intentional breach of this Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity and may seek to prove additional damages as contemplated by Sections 7.3, 7.4 and 8.12 below, as applicable. Actions taken by the Company pursuant to this Section 7.1 shall be taken by the Special Committee if then in existence. Neither the Company nor Parent may terminate this Agreement or abandon the Merger except in accordance with the provisions of this Section 2.1 thereof7.1.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the Merger by the stockholders of the Company or Parent has been obtained: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger shall not have been consummated on or prior to April 25February 14, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2020 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or ), Section 6.1(c), Section 6.1(e), or Section 6.1(f) shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically may be extended by either Parent or the Company from time to October 25time by written notice to the other party up to a date not beyond April 14, 20222020, the latest of any of which date dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership Company or Parent, if a Law is enacted, issued, promulgated or enforced or an injunction or other Law Order shall have been entered, enacted or become effective either of which is permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction Law or other Law has Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if any such injunction or Law Order was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in to perform any of its obligations under this Agreement; ; (d) by (i) either the PartnershipCompany or Parent, if the Parent Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Parent Stockholder Approval shall not have been obtained or (ii) either the Company or Parent, Merger Sub if the Company Shareholders’ Meeting (including any adjournments or GP Merger Sub postponements thereof) shall have concluded and the Company Common Shareholder Approval shall not have been obtained; (e) by the Company, if Parent shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would itself result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereof.);

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time:, whether before or after the Company Stockholder Approval has been obtained (except as otherwise provided below): (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger shall not have been consummated on or prior to April 255:00 p.m., 2022 Eastern time, on the date that is the nine (9) month anniversary of the date of this Agreement (the “Original End Date”); provided that if on the Original End Date the conditions to Closing set forth in Section 6.1(d) or Section 6.1(e) (in either case of Section 6.1(d) or Section 6.1(e), solely to the extent the matter giving rise to the failure of such later condition is related to the approval under the HSR Act or under any other Antitrust Law specified in Section 6.1(e) of the Company Disclosure Letter) shall not have been satisfied, then such date shall automatically be extended, without any action on the part of any Party, to the twelve (12) month anniversary of the date of this Agreement (the “First Extended End Date”); provided that, if on the First Extended End Date, the conditions to Closing set forth in Section 6.1(d) or Section 6.1(e) (in either case of Section 6.1(d) or Section 6.1(e), solely to the extent the matter giving rise to the failure of such condition is related to the approval under the HSR Act or under any other Antitrust Law specified in Section 6.1(e) of the Company Disclosure Letter) shall not have been satisfied, but all other conditions to Closing shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on the First Extended End Date) or waived by all parties entitled to the benefit of such conditions, then such date shall automatically be extended, without any action on the part of any Party, to the fifteen (15) month anniversary of the date of this Agreement (the “Second Extended End Date”); provided that, if on the Second Extended End Date, the conditions to Closing set forth in Section 6.1(d) or Section 6.1(e) (in either case of Section 6.1(d) or Section 6.1(e), solely to the extent the matter giving rise to the failure of such condition is related to the approval under the HSR Act or under any other Antitrust Law specified in Section 6.1(e) of the Company Disclosure Letter) shall not have been satisfied, but all other conditions to Closing shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on the Second Extended End Date) or waived by all parties entitled to the benefit of such conditions, then such date shall automatically be extended, without any action on the part of any Party, to the eighteen (18) month anniversary of the date of this Agreement (the “Third Extended End Date”) (the Original End Date, as such date may be agreed in writing by Parent extended to the First Extended End Date, the Second Extended End Date and the Partnership (following approval by the Conflicts Committee) (Third Extended End Date, as applicable, the “End Date”); provided, however, provided that if all of the conditions to Closing, other than any of the conditions Closing set forth in Section 6.1(b) Article VI are satisfied prior to the End Date (or Section 6.1(c)in the case of conditions that by their terms are to be satisfied at the Closing, shall have been satisfied or shall be capable of being satisfied at such timeon Closing Date), neither Parent nor the End Date shall automatically be extended Company may terminate this Agreement pursuant to October 25, 2022, which this Section 7.1(b) until the date shall thereafter be deemed to be that is 10 Business Days after the End Date; provided, further, provided that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party Party if the failure of the Closing to occur by such date shall be primarily due to the have resulted from a material breach by such party Party of any representation, warranty, covenant or other agreement of such party Party set forth in this Agreement; (c) by either the Partnership Company or Parent, if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; provided that the party seeking to terminate the Agreement shall have used reasonable best efforts to prevent the entry of and to remove such relevant legal restraint in accordance with Section 5.7; provided, howeverfurther, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party Party if such injunction or Law was primarily due to the a material breach by such party Party of any representation, warranty, covenant or other agreement of such party Party set forth in this Agreement; (d) by either the PartnershipCompany or Parent, if the Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by either the Company or Parent, Merger Sub if the Parent Stockholders’ Meeting (including any adjournments or GP postponements thereof) shall have concluded and the Parent Stockholder Approval shall not have been obtained; (f) by the Company, if Parent or Merger Sub shall have breached or failed to perform any of its or their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does has not cure cured such breach or failure within thirty (30) 30 days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein that would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b)); (eg) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does Company has not cure cured such breach or failure within thirty (30) 30 days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein that would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b); and); (fh) by either the Partnership or Parent, if prior to receipt of the Support Company Stockholder Approval, in the event of a Company Adverse Recommendation Change; (i) by the Company, prior to receipt of the Parent Stockholder Approval, in the event of a Parent Adverse Recommendation Change; (j) by Parent, at any time prior to receipt of the Parent Stockholder Approval, in order to enter into an agreement with respect to a Parent Superior Proposal pursuant to Section 5.5; provided, however, that Parent shall not terminate this Agreement is terminated pursuant to this paragraph, unless in accordance advance of or concurrently with such termination Parent pays, or causes to be paid, the Parent Termination Fee as provided in Section 2.1 thereof7.3; provided, further, that Parent has otherwise complied in all respects (other than de minimis noncompliance unrelated to such Parent Superior Proposal) with the provisions of Section 5.5 and Section 5.6; or (k) by the Company, at any time prior to receipt of the Company Stockholder Approval, in order to enter into an agreement with respect to a Company Superior Proposal pursuant to Section 5.4; provided, however, that the Company shall not terminate this Agreement pursuant to this paragraph, unless in advance of or concurrently with such termination the Company pays, or causes to be paid, the Company Termination Fee as provided in Section 7.3; provided, further, that the Company has otherwise complied in all respects (other than de minimis noncompliance unrelated to such Company Superior Proposal) with the provisions of Section 5.4 and Section 5.6.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time:, whether before or after the Company Stockholder Approval or Parent Stockholder Approval (except as otherwise provided below): (a) by the mutual written consent of the Partnership Company and Parent; (b) by either Parent or the Partnership or Parent, Company if the LP Merger shall not have been consummated on or prior to April 25March 30, 2022 or such later date 2013 (as may be agreed in writing by Parent and extended pursuant to the Partnership proviso of this clause (following approval by the Conflicts Committee) (b), the “End Date”); provided, however, that if all of the conditions to Closing, Closing (other than any of the conditions condition set forth in Section 6.1(b7.1(c)) or Section 6.1(c), shall have been satisfied or shall (other than conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at such timethe Closing), then the End Date shall automatically may be extended by Parent or the Company from time to October 25time by written notice to the other party up to a date not beyond July 31, 20222013, the latest of any of which date dates shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b8.1(b) shall not be available to a party if whose failure to perform or comply in all material respects with the covenants and agreements of such party set forth in this Agreement was the principal cause of the failure of the Closing to occur by such date date; provided, further, that any termination pursuant to this Section 8.1(b) shall be primarily due deemed a termination pursuant to (x) Section 8.1(d) and/or Section 8.1(e) if at the material breach by such party of any representation, warranty, covenant or other agreement time of such party set forth in termination Parent and/or the Company are permitted to terminate this AgreementAgreement pursuant thereto, (y) Section 8.1(h) or Section 8.1(m), as the case may be, if at the time of such termination Parent is permitted to terminate this Agreement pursuant thereto or (z) Section 8.1(i) or Section 8.1(l), as the case may be, if at the time of such termination the Company is permitted to terminate this Agreement pursuant thereto; (c) by either the Partnership Company or Parent, if an injunction (i) any Order or other Law shall have been enteredissued, enacted enforced or become effective entered by any Governmental Entity that has the effect of permanently precluding, restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and the other transactions contemplated hereby and such injunction Order or other Law has shall have become final and nonappealablenon-appealable; provided, however, provided that the right to terminate this Agreement under pursuant to this Section 7.1(c8.1(c) shall not be available to a party if that has breached Section 6.8 or (ii) any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order in connection with any Requisite Regulatory Approval that constitutes or would reasonably be expected to constitute, cause or result in a Parent Material Adverse Effect or Company Material Adverse Effect, and such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this AgreementOrder shall have become final and non-appealable; (d) by either the PartnershipCompany or Parent, if the Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval contemplated by this Agreement shall not have been obtained; provided, however, that any termination pursuant to this Section 8.1(d) shall be deemed a termination pursuant to Section 8.1(h) or Section 8.1(m), as the case may be, if at the time of such termination Parent is permitted to terminate this Agreement pursuant thereto; (e) by either the Company or Parent, Merger Sub if the Parent Stockholders’ Meeting (including any adjournments or GP Merger Sub postponements thereof) shall have concluded and the Parent Stockholder Approval contemplated by this Agreement shall not have been obtained; provided, however, that any termination pursuant to this Section 8.1(e) shall be deemed a termination pursuant to Section 8.1(i) or Section 8.1(l), as the case may be, if at the time of such termination the Company is permitted to terminate this Agreement pursuant thereto; (f) by the Company, if Parent shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this AgreementAgreement (other than Section 6.5), which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 7.1 or Section 6.2(b) 7.2 and (ii) shall not have been cured within 30 days following receipt by Parent of written notice of such breach from the Company (such notice to describe such breach in reasonable detail), or which breach, by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (eg) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this AgreementAgreement (other than Section 6.4), which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 7.1 or Section 6.3(b) 7.3 and (ii) shall not have been cured within 30 days following receipt by the Company of written notice of such breach from Parent (such notice to describe such breach in reasonable detail), or which breach, by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (h) by Parent, in the event (x) a Company Change of Recommendation shall have occurred (whether or not permitted by this Agreement), (y) the Company shall have delivered notice to Parent pursuant to Section 6.4(e) or Section 6.4(f) that it will effect a Company Change of Recommendation and/or (z) the Company or any of its directors and/or officers shall have breached (or shall be deemed to have breached) Section 6.4 in any material respect; and (fi) by either the Partnership Company, in the event (x) a Parent Change of Recommendation shall have occurred (whether or Parentnot permitted by this Agreement), (y) Parent shall have delivered notice to the Company pursuant to Section 6.5(e) or Section 6.5(f) that it will effect a Parent Change of Recommendation and/or (z) Parent or any of its directors and/or officers shall have breached (or shall be deemed to have breached) Section 6.5 in any material respect. (j) by the Company at any time prior to obtaining the Company Stockholder Approval, if (x) the Support Board of Directors of the Company has authorized the Company to enter into a definitive agreement with respect to a Company Superior Offer, (y) the Company has complied in all material respects with its obligations under Section 6.4(e) and (z) immediately after the termination of this Agreement, the Company enters into a definitive agreement with respect to the Company Superior Offer referred to in the foregoing clause (x); provided, that the right of the Company to terminate this Agreement pursuant this Section 8.1(j) is terminated conditioned on and subject to the payment by the Company to Parent of the Company Termination Fee in accordance with Section 2.1 thereof8.3 and any purported termination by the Company pursuant to this Section 8.1(j) shall be void and of no force or effect unless the Company pays to Parent the Company Termination Fee in accordance with Section 8.3; (k) by Parent at any time prior to obtaining the Parent Stockholder Approval, if (x) the Board of Directors of Parent has authorized Parent to enter into a definitive agreement with respect to a Parent Superior Offer, (y) Parent has complied in all material respects with its obligations under Section 6.5(e) and (z) immediately after the termination of this Agreement, Parent enters into a definitive agreement with respect to the Parent Superior Offer referred to in the foregoing clause (x); provided, that the right of Parent to terminate this Agreement pursuant this Section 8.1(k) is conditioned on and subject to the payment by Parent to the Company of the Parent Termination Fee in accordance with Section 8.3 and any purported termination by Parent pursuant to this Section 8.1(k) shall be void and of no force or effect unless Parent pays to the Company the Parent Termination Fee in accordance with Section 8.3; (l) by the Company if (i) the Board of Directors of Parent shall fail to recommend against any Parent Acquisition Proposal (including, in the case of any Parent Acquisition Proposal subject to Regulation 14D of the Exchange Act, failing to recommend against such Parent Acquisition Proposal in a solicitation or recommendation statement on Schedule 14D-9) within ten Business Days after the commencement of such Parent Acquisition Proposal; provided that the Company exercises such termination right within five Business Days after the end of such ten Business Day period, (ii) the Board of Directors of Parent shall fail to publicly reaffirm the Parent Recommendation within ten Business Days following a written request therefor by the Company (provided, that the Company may only make such request an aggregate of three times plus an additional request for every new Parent Acquisition Proposal plus an additional request for every material change to a previously announced Parent Acquisition Proposal); provided that the Company exercises such termination right within five Business Days after the end of such ten Business Day period, (iii) the Board of Directors of Parent or any committee thereof or Parent shall grant to any Third Party any waiver, exemption or release under, or terminate, amend or otherwise modify any standstill or similar provisions in any standstill, confidentiality or similar agreement with respect to any class of equity securities of Parent or any of its Subsidiaries, or otherwise request that any party thereto take any action that would otherwise be prohibited thereunder had such request not been made, or take any action that would render the provisions thereof ineffective (in each case other than a waiver by Parent of any standstill or similar provisions in any Acceptable Confidentiality Agreement entered into after the date of this Agreement in order to permit the counterparty thereto to make a Parent Acquisition Proposal), (iv) the Board of Directors of Parent or any committee thereof shall approve any transaction under, or any Third Party becoming an “interested stockholder” under, Section 203 of the DGCL (or similar concepts under any other applicable Takeover Law), or (v) the Board of Directors of Parent or any committee thereof shall resolve, propose, agree or publicly announce an intention to do any of the foregoing; and (m) by Parent if (i) the Board of Directors of the Company shall fail to recommend against any Company Acquisition Proposal (including, in the case of any Company Acquisition Proposal subject to Regulation 14D of the Exchange Act, failing to recommend against such Company Acquisition Proposal in a solicitation or recommendation statement on Schedule 14D-9) within ten Business Days after the commencement of such Company Acquisition Proposal; provided that Parent exercises such termination right within five Business Days after the end of such ten Business Day period, (ii) the Board of Directors of the Company shall fail to publicly reaffirm the Company Recommendation within ten Business Days following a written request therefor by Parent (provided, that Parent may only make such request an aggregate of three times plus an additional request for every new Company Acquisition Proposal plus an additional request for every material change to a previously announced Company Acquisition Proposal); provided that Parent exercises such termination right within five Business Days after the end of such ten Business Day period, (iii) the Board of Directors of the Company or any committee thereof or the Company shall grant to any Third Party any waiver, exemption or release under, or terminate, amend or otherwise modify any standstill or similar provisions in any standstill, confidentiality or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or otherwise request that any party thereto take any action that would otherwise be prohibited thereunder had such request not been made, or take any action that would render the provisions thereof ineffective (in each case other than a waiver by the Company of any standstill or similar provisions in any Acceptable Confidentiality Agreement entered into after the date of this Agreement in order to permit the counterparty thereto to make a Company Acquisition Proposal), (iv) the Board of Directors of the Company or any committee thereof shall approve any transaction under, or any Third Party becoming, an “interested stockholder” under, Section 203 of the DGCL (or similar concepts under any other applicable Takeover Law), (v) the Board of Directors of the Company or any committee thereof shall render the Charter Restrictions inapplicable to any Company Acquisition Transaction, (vi) the Board of Directors of the Company or any committee thereof shall render the Company Rights Agreement inapplicable to any Company Acquisition Transaction or exempt any Third Party or its Affiliates from becoming an “Acquiring Person” (as such term is defined in the Company Rights Agreement) or (vii) the Board of Directors of the Company or any committee thereof shall resolve, propose, agree or publicly announce an intention to do any of the foregoing.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this This Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the Merger: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if if: (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before October 10, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) (the “End Date”); providedprovided that the End Date shall be automatically extended one time until January 10, however, that 2023 if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b2.2(a)(ii) or Section 6.1(c), 2.2(a)(iii) shall not have been satisfied or shall be capable as of being satisfied at such time, the End Date shall automatically be extended close of business on the Business Day immediately prior to October 25, 2022, which date shall thereafter be deemed to be the then-current End Date; provided, further, that (A) this Agreement may not be terminated by a Party pursuant to this Section 8.1(b)(i) if such Party’s actions or failure to act are the primary cause of the failure to satisfy the conditions to such Party’s obligation to consummate the Merger under this Agreement on or before the End Date or to consummate the Merger on or before the End Date and, in any such case, such actions or failures to act constitute a breach of such Party’s covenants or other obligations under this Agreement; and (B) this Agreement may not be terminated by Parent pursuant to this Section 8.1(b)(i) if the Company has perfected its right to terminate this Agreement pursuant to Section 8.1(c)(ii); (ii) any Governmental Entity of competent jurisdiction shall have issued or entered an injunction or similar Order permanently enjoining or prohibiting the consummation of the Merger and such injunction or Order shall have become final and non-appealable; provided, however, that this Agreement may not be terminated by a Party pursuant to this Section 7.1(b8.1(b)(ii) if (A) such Party’s actions or failure to act are the primary cause of such injunction or Order and, in any such case, such actions or failures to act constitute a breach of such Party’s covenants or other obligations under this Agreement, or (B) such Party has breached or otherwise failed to comply with its obligations under Section 7.1 and Section 7.2; or (iii) the Company Stockholder Meeting (including any adjournments or postponements thereof) shall have been held and been concluded and the Company Stockholder Approval shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementhave been obtained; (c) by either the Partnership or Parent, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement;Company: (di) by the Partnership, if Parent, Merger Sub Parent or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, their covenants or other agreements contained under this Agreement or any of the representations and warranties of Parent and Merger Sub in this AgreementAgreement shall have become inaccurate, which breach or in any such case where such breach, failure to perform or inaccuracy (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a2.2(a) or Section 6.2(b2.2(c) (assuming for this purpose that the Closing were to occur at such time) and (ii) by its nature, cannot be cured prior to by the End Date or, if such breach or failure curable, is capable not cured within forty five (45) Business Days following the Company’s delivery of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from to Parent stating the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right Company’s intention to terminate this Agreement pursuant to this Section 7.1(d8.1(c)(i) and the basis for such termination (it being understood and hereby agreed that (x) this Agreement may not be terminated pursuant to this Section 8.1(c)(i) if it any such breach, failure to perform or inaccuracy is cured within such 45-Business Day period and (y) this Section 8.1(c)(i) will not modify or preclude any party’s termination rights pursuant to Section 8.1(b)(i)); provided, however, that the Company shall not have a right to terminate this Agreement pursuant to this Section 8.1(c)(i) if the Company is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, agreements or covenants or other agreements contained in this Agreement, which breach or failure to perform ; (iii) if it occurred or was continuing to occur on (A) the Closing Date, would result in a failure of a condition conditions set forth in Section 6.3(a) or Section 6.3(b2.2(a) and Section 2.2(b) have been and continue to be satisfied or waived at the time the Closing is required to have occurred pursuant to Section 2.1 (ii) other than those conditions that by its nature, cannot their nature are to be cured prior satisfied at the Closing (but subject to the End Date or, if such breach or failure is conditions being capable of being cured by satisfied at the End DateClosing)), (B) Parent fails to consummate the Partnership or Closing on the General Partnerdate on which Parent is required to consummate the Closing pursuant to Section 2.1, as applicableand (C) the Company has, does not cure such breach or failure within thirty at least three (303) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right Business Days prior to seeking to terminate this Agreement pursuant to this Section 7.1(e8.1(c)(ii), irrevocably confirmed in a written notice delivered to Parent that the Company is ready, willing and able to consummate the Closing subject to closing conditions that by their terms or nature are to be satisfied at the Closing, and Parent and Merger Sub have not consummated the Closing by the end of such three (3) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)Business Day period; andor (fiii) at any time prior to receipt of the Company Stockholder Approval if (i) the Company has received a Superior Proposal after the date of this Agreement, (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive agreement to consummate the transaction contemplated by either that Superior Proposal following the Partnership or Parentprocedures set forth in Section 7.3(d), if (iii) the Support Agreement is terminated Company has complied in all material respects with the terms of Article 6 and Section 7.3(d) with respect to such Superior Proposal, and (iv) concurrently with (and as a condition to) such termination the Company pays Parent the Company Termination Fee in accordance with Section 2.1 thereof.8.3(a);

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time:, whether before or after receipt of the Company Stockholder Approval (except as provided in Section 7.1(g) or 7.1(h)): (a) by the mutual written consent of the Partnership Company and ParentETP; (b) by either the Partnership Company or ParentETP, if the LP Merger shall not have been consummated on or prior to April 25November 30, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2014 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically may be extended by either ETP or the Company from time to October 25time by written notice to the other party up to a date not beyond January 31, 20222015, the latest of any of which date dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if (i) the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this AgreementAgreement and (ii) the other party has filed (and is then pursuing) an action seeking specific performance as permitted by Section 8.5; (c) by either the Partnership Company or ParentETP, if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in to perform any of its obligations under this Agreement; (d) by either the PartnershipCompany or ETP, if Parentthe Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by the Company, Merger Sub if ETP or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent ETP does not cure such breach or failure within thirty (30) 30 days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (ef) by ParentETP, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, Company does not cure such breach or failure within thirty (30) days 30 day after receiving written notice from Parent ETP describing such breach or failure in reasonable detail (provided that Parent may ETP is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (g) by ETP, prior to the Company Stockholder Approval (i) in the event of a Change of Recommendation, whether or not permitted by Section 5.4, or (ii) if the Company shall have willfully or intentionally breached any of its obligations under Section 5.4 or Section 5.5, other than in the case where (A) such willful or intentional breach is a result of an isolated action by a person that is a Representative of the Company (other than a director or senior officer of the Company), (B) such willful or intentional breach was not caused by, or within the actual knowledge of, the Company, (C) the Company takes reasonably appropriate actions to remedy such willful or intentional breach reasonably promptly upon discovery thereof and (D) ETP is not significantly harmed as a result thereof; and (fh) by either the Partnership or ParentCompany, prior to obtaining the Company Stockholder Approval and if the Support Company has complied in all material respects with its obligations under Section 5.4 (except for the obligations under Section 5.4(e), with which the Company shall have complied in all respects), in order to enter into a definitive agreement with respect to a Superior Offer (which definitive agreement shall be entered into concurrently with, or promptly following, the termination of this Agreement is terminated pursuant to this Section 7.1(h)); provided that any such purported termination by the Company pursuant to this Section 7.1(h) shall be void and of no force or effect unless the Company pays to ETP the Breakup Fee in accordance with Section 2.1 thereof7.3(a).

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrarycontrary (other than the last sentence of this Section 9.1), this Agreement may be terminated and abandoned at any time prior to the Effective TimeApplicable Closing: (a) by the mutual written consent of the Partnership Parent and ParentSunGard Data; (b) by either the Partnership Parent or Parent, SunGard Data if the LP Merger Applicable Closing shall not have been consummated occurred on or prior to April 25before August 2, 2022 or such later date as may be agreed in writing by Parent and the Partnership 2012 (following approval by the Conflicts CommitteeNew York time) (the “End Outside Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, provided that the right to terminate this Agreement pursuant to this Section 7.1(b9.1(b) shall not be available to a party either Parent or SunGard Data if its failure to perform (or with respect to Parent, the failure of the Datatel Entities to perform, and with respect to SunGard Data, the failure of the SunGard Entities or the Company to perform) any of its obligations under this Agreement or the Asset Purchase Agreement required to be performed by it at or prior to such date has been a substantial cause of the failure of the Applicable Closing to occur by such date shall be primarily due to have occurred on or before the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this AgreementOutside Date; (c) by either Parent or SunGard Data if any Law or Order by any Governmental Body that prevents or prohibits consummation of any of the Partnership or Parent, if an injunction or other Law Transactions shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementnon-appealable; (d) by the PartnershipParent, if Parent, Merger Sub the SunGard Entities or GP Merger Sub the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement or the Asset Purchase Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a8.3(a) or Section 6.2(b8.3(b) of the Asset Purchase Agreement or Section 8.3(a) or Section 8.3(b) and (ii) by its nature, (x) cannot be cured prior by the Outside Date or (y) if capable of being cured by the Outside Date, shall not have been cured by the earlier of the Outside Date and the 20th Business Day following receipt of written notice (which notice shall specify in reasonable detail the nature of such breach or failure and Parent’s intention to the End Date or, terminate this Agreement if such breach or failure is capable not cured) from Parent to SunGard Data of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided failure; provided, that the Partnership may Parent shall not exercise the termination have a right to terminate this Agreement pursuant to this Section 7.1(d9.1(d) if it any of the Datatel Entities is then in material breach of any representationrepresentations, warrantywarranties, covenant covenants or other agreement agreements contained hereinin this Agreement or the Asset Purchase Agreement that would result in a failure of a condition set forth in Section 8.2(a) or Section 8.2(b) of the Asset Purchase Agreement or Section 8.2(a) or Section 8.2(b); (e) by ParentSunGard Data, if the Partnership or the General Partner Datatel Entities shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement or the Asset Purchase Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a8.2(a) or Section 6.3(b8.2(b) of the Asset Purchase Agreement or Section 8.2(a) or Section 8.2(b) and (ii) by its nature, (x) cannot be cured prior by the Outside Date or (y) if capable of being cured by the Outside Date, shall not have been cured by the earlier of the Outside Date and the 20th Business Day following receipt of written notice (which notice shall specify in reasonable detail the nature of such breach or failure and SunGard Data’s intention to the End Date or, terminate this Agreement if such breach or failure is capable not cured) from SunGard Data to Parent of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided failure; provided, that Parent may SunGard Data shall not exercise the termination have a right to terminate this Agreement pursuant to this Section 7.1(e9.1(e) if it any of the SunGard Entities or the Company is then in material breach of any representationrepresentations, warrantywarranties, covenant covenants or other agreement agreements contained hereinin this Agreement or the Asset Purchase Agreement that would result in a failure of a condition set forth in Section 8.3(a) or Section 8.3(b) of the Asset Purchase Agreement or Section 8.3(a) or Section 8.3(b); andor (f) by either SunGard Data if (x) in the Partnership event the Asset Purchase Agreement has not terminated pursuant to Section 9.1(b) thereof, (i) all of the closing conditions in Sections 8.1 and 8.3 of the Asset Purchase Agreement have been satisfied (other than those conditions that by their terms are to be satisfied at the Asset Closing, but such conditions must be capable of being satisfied on such termination date as if it were the date of the Asset Closing), (ii) the SunGard Entities and the Company irrevocably confirm in writing delivered to the Datatel Entities that all of the closing conditions in Sections 8.1 and 8.2 of the Asset Purchase Agreement have been satisfied (other than those conditions that by their terms are to be satisfied at the Asset Closing but such terms must be capable of being satisfied on such termination date as if it were the date of the Asset Closing) or Parentwaived and that the SunGard Entities and the Company are prepared to consummate the Asset Closing and the Merger, (iii) Parent and Purchaser Company fail to consummate the Asset Closing or the Merger within two Business Days following the date the Asset Closing should have occurred pursuant to Section 3.2 of the Asset Purchase Agreement and (iv) SunGard Data and the Company were ready, willing and able to consummate the Asset Closing and the Merger during such two Business Day period or (y) in the event the Asset Purchase Agreement has terminated pursuant to Section 9.1(b) thereof, (i) all of the closing conditions in Sections 8.1 and 8.3 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, but such conditions must be capable of being satisfied on such termination date as if it were the Closing Date), (ii) the SunGard Entities and the Company irrevocably confirm in writing delivered to the Datatel Entities that all of the closing conditions in Sections 8.1 and 8.2 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing but such terms must be capable of being satisfied on such termination date as if it were the Closing Date) or waived and that the SunGard Entities and the Company are prepared to consummate the Merger, (iii) Merger Sub fails to consummate the Merger within two Business Days following the date the Closing should have occurred pursuant to Section 2.3 and (iv) the SunGard Entities and the Company were ready, willing and able to consummate the Merger during such two Business Day period. The Party desiring to terminate this Agreement pursuant to this Section 9.1 (other than Section 9.1(a)) will give written notice of such termination to the other Parties, specifying the provision pursuant to which such termination is effected. Notwithstanding anything to the contrary in this Agreement, if the Support Asset Closing has occurred, this Agreement is may not be terminated in accordance with other than pursuant to Section 2.1 thereof9.1(a).

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before July 10, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2008 (the “End Date”); provided, howeverprovided that in the event that any applicable waiting period under the HSR Act or Regulatory Law shall not have expired or been terminated prior to the End Date, that if all of then either Parent or the conditions Company may elect to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, extend the End Date shall automatically be extended until August 9, 2008 by written notice to October 25the other party prior to July 10, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b2008 and (ii) shall not be available to a party if the failure of the Closing Effective Time to occur have occurred by such date shall be primarily due is not the result of, or caused by, the failure of the party seeking to exercise such termination right to perform or observe any of the material breach by such party of any representation, warranty, covenant covenants or other agreement agreements of such party set forth in this Agreement; (c) by either the Partnership Company or Parent, Parent if an injunction injunction, order, decree or other Law ruling shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementnon-appealable; (d) by either the PartnershipCompany or Parent if the Company Meeting (including any adjournments thereof) shall have concluded and the Company Stockholder Approval contemplated by this Agreement shall not have been obtained; (e) by the Company, if Parent, Merger Sub or GP Merger Sub Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants warranties or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided provided, however, that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)this Agreement; (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants warranties or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b) 6.3 and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partnerprovided, as applicablehowever, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of this Agreement; (g) by the Company, if the Board of Directors has concluded in good faith, after consultation with the Company’s legal counsel and financial advisors, that, in light of a Superior Proposal, it would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s stockholders under applicable Law to (x) make or not withdraw the Recommendation or (y) fail to effect a Change of Recommendation in a manner adverse to Parent or (z) fail to pursue a Superior Proposal; (h) by Parent, if the Board of Directors or any representation, warranty, covenant committee thereof shall have approved or other agreement contained herein)recommended a Change of Recommendation or resolved to do so; and (fi) by either the Partnership or ParentCompany, if Parent does not (i) satisfy the Support condition set forth in Section 6.2(d) within five (5) business days after notice by the Company to Parent that the conditions set forth in Sections 6.1 and 6.3 are satisfied, and (ii) proceed immediately thereafter to give effect to a Closing. In the event of termination of this Agreement is terminated pursuant to this Section 7.1, this Agreement shall terminate (except for the Confidentiality Agreement referred to in accordance with Section 2.1 thereof5.2 and the provisions of Sections 7.2 and 8.2 through 8.14), and there shall be no other liability on the part of the Company or Parent to the other except: (A) as provided for in the Confidentiality Agreement; (B) as set forth in Section 7.2, as applicable; and (C) for liability arising out of fraud or an intentional breach of this Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time:, whether before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained (except as otherwise provided below): (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger shall not have been consummated on or prior to April 25June 24, 2022 or 2020 (the “Initial End Date” and, as such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) (extended pursuant to this Section 7.1(b), the “End Date”); provided, however, that the Initial End Date shall be automatically extended until September 24, 2020 (the “First Extended End Date”) and the First Extended End Date shall be automatically extended until December 24, 2020 (the “Second Extended End Date”), if all of on the conditions to ClosingInitial End Date or the First Extended End Date, other than any as applicable, one or more of the conditions set forth in Section 6.1(b) (as the result only of an Antitrust Law or Gaming Law) or Section 6.1(c6.1(e) has not been satisfied but all of the other conditions set forth in Article VI have been satisfied or are capable of being satisfied; provided, further, that, if on the Initial End Date or the First Extended End Date, all of the conditions set forth in Article VI, other than the condition in Section 6.3(e), shall have been satisfied or shall be are capable of being satisfied at such timesatisfied, then the End Date shall be automatically be extended to October 25the date that is three (3) Business Days after such condition has been satisfied, 2022, which date shall thereafter be deemed to be but in no event beyond the Second Extended End Date; provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party Party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party Party of any representation, warranty, covenant or other agreement of such party Party set forth in this Agreement; (c) by either the Partnership Company or Parent, if an injunction or other any Law shall have been enteredadopted, enacted promulgated or become effective issued by any Governmental Entity (including any Gaming Authority) that prohibits, permanently restrainingrestrains, enjoining permanently enjoins or otherwise prohibiting renders unlawful the consummation of the Mergers Merger or the Share Issuance, and such injunction or other Law has shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party Party if such injunction or Law was primarily due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in Party to perform any of its obligations under this Agreement; (d) by either the PartnershipCompany or Parent, if the Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by either the Company or Parent, Merger Sub if the Parent Stockholders’ Meeting (including any adjournments or GP postponements thereof) shall have concluded and the Parent Stockholder Approval shall not have been obtained; (f) by the Company, if Parent or Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this AgreementAgreement (other than willful and material breaches of its obligations with respect to Antitrust Laws under Section 5.5(b), which is addressed in Section 7.1(h)), which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does has not cure cured such breach or failure within thirty (30) days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided provided, that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein that would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b)); (eg) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does Company has not cure cured such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided provided, that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein that would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b); and); (fh) by either the Partnership Company, if Parent shall have been in willful and material breach of its obligations with respect to Antitrust Laws under Section 5.5(b), which breach, by its nature, cannot be cured or, if such breach is capable of being cured, has not been cured within thirty (30) days after receiving written notice from the Company describing such breach in detail (provided, that the Company is not then in material breach of any representation, warranty, covenant or other agreement contained herein that would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b)); (i) by Parent, if prior to receipt of the Support Company Stockholder Approval, in the event of an Adverse Recommendation Change with respect to the Company; (j) by the Company, prior to the receipt of the Parent Stockholder Approval, in the event of an Adverse Recommendation Change with respect to Parent; or (k) by the Company, at any time prior to receipt of the Company Stockholder Approval in order to enter into an agreement with respect to a Superior Proposal pursuant to Section 5.3; provided, however, that the Company shall not terminate this Agreement is terminated pursuant to this Section 7.1(k) unless in accordance advance of or concurrently with such termination the Company pays, or causes to be paid, the Company Termination Fee as provided in Section 2.1 thereof7.3.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time: (a) by the mutual written consent of the Partnership Company, Parent and ParentMerger Sub; (b) by either the Partnership Company or Parent, if the LP Merger shall not have been consummated on or prior to April 25February 28, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2018 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b6.1(f) or Section 6.1(c6.3(d), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically may be extended by either the Company or Parent from time to October 25time by written notice to the other Party up to a date not beyond May 29, 20222018, the latest of any of which date dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party Party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party Party of any representation, warranty, covenant or other agreement of such party Party set forth in this Agreement; (c) by either the Partnership Company or Parent, if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party Party if such injunction or Law was primarily due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in Party to perform any of its obligations under this Agreement; (d) by either the PartnershipCompany or Parent, if the Company Shareholder Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Shareholder Approval shall not have been obtained; provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to the Company where the failure to obtain the Company Shareholder Approval is proximately caused by a breach by the Company of Section 5.4; (e) by either the Company or Parent, Merger Sub if the Parent Shareholder Meeting (including any adjournments or GP postponements thereof) shall have concluded and the resolution referred to in clause (a) of the definition of Parent Shareholder Resolutions shall not have been passed; provided, however, that the right to terminate this Agreement under this Section 7.1(e) shall not be available to Parent where the failure to pass the resolution referred to in clause (a) of the definition of Parent Shareholder Resolutions is proximately caused by a breach by Parent of Section 5.5; (f) by the Company, if either Parent or Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does has not cure such breach or failure been cured within thirty the earlier of (30x) 30 calendar days after receiving written receipt of notice thereof from the Partnership Company describing such breach or failure in reasonable detail or (y) three business days before the End Date (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein such that the conditions set forth in Section 6.3(a) and Section 6.3(b) shall not be satisfied); (eg) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, has not been cured within the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty earlier of (30x) 30 calendar days after receiving written receipt of notice thereof from Parent describing such breach or failure in reasonable detail or (y) three business days before the End Date (provided that neither Parent may not exercise the termination right pursuant to this Section 7.1(e) if it nor Merger Sub is then in material breach of any representation, warranty, covenant or other agreement contained hereinherein such that the conditions set forth in Section 6.2(a) and Section 6.2(b) shall not be satisfied); (h) by the Company, (i) in the event of a Parent Adverse Recommendation Change or (ii) upon any uncured material breach by Parent of its obligations under Section 5.5; (i) by Parent, (i) in the event of a Company Adverse Recommendation Change or (ii) upon any uncured material breach by the Company of its obligations under Section 5.4; (j) by the Company, if, at any time prior to the receipt of the Company Shareholder Approval, the Company shall have (i) effected a Company Adverse Recommendation Change in accordance with Section 5.4 in order to accept a Company Superior Proposal, (ii) entered into a definitive agreement with respect to such Company Superior Proposal concurrently with the termination of this Agreement in accordance with this Section 7.1(j) and (iii) paid the Company Termination Fee to Parent in accordance with Section 7.3(a)(vii); and (fk) by either the Partnership or Parent, if if, at any time prior to the Support Agreement is terminated receipt of the Parent Shareholder Approval, Parent Board shall have (i) effected a Parent Adverse Recommendation Change in accordance with Section 2.1 thereof5.5 in order to accept a Parent Superior Proposal, (ii) entered into a definitive agreement with respect to such Parent Superior Proposal concurrently with the termination of this Agreement in accordance with this Section 7.1(k) and (iii) paid the Parent Termination Fee to the Company in accordance with Section 7.3(a)(viii). Any termination pursuant to this Section 7.1 (other than pursuant to Section 7.1(a)) shall be effected by written notice from the terminating Party to the other Parties.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time:, whether before or after the Company Stockholder Approval has been obtained (except as otherwise provided below): (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger shall not have been consummated on or prior to April 25June 5, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2013 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b), Section 6.1(c) or Section 6.1(c6.1(e), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically may be extended by either Parent or the Company from time to October 25time by written notice to the other party up to a date not beyond September 5, 20222013, the latest of any of which date dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if (i) the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this AgreementAgreement and (ii) the other party has filed (and is then pursuing) an action seeking specific performance as permitted by Section 8.5; (c) by either the Partnership Company or Parent, if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in to perform any of its obligations under this Agreement; (d) by either the PartnershipCompany or Parent, if Parentthe Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by the Company, Merger Sub if Parent or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, Company does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (fg) by either the Partnership or Parent, if prior to receipt of the Support Agreement is terminated Company Stockholder Approval (i) in accordance with the event of a Company Adverse Recommendation Change or (ii) upon any material breach by the Company of its obligations under Section 2.1 thereof5.4.

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the shareholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if: (i) the Offer has not been consummated by the date that is nine months from the date hereof (the “Outside Date”); provided; however, that no party may terminate this Agreement pursuant to this clause (i) if such party’s failure to fulfill any of its obligations under this Agreement shall have proximately caused the LP Merger shall Offer not to have been consummated on or prior before said date; (ii) if any court of competent jurisdiction shall have issued or entered an injunction or similar legal restraint or order permanently enjoining or otherwise prohibiting the consummation of the Offer or the Merger and such injunction, legal restraint or order shall have become final and non-appealable, provided that the party seeking to April 25, 2022 or terminate this Agreement pursuant to this Section 8.1(b)(ii) shall have used such later date efforts as may be agreed in writing required by Parent Section 6.4 to prevent, oppose and the Partnership (following approval by the Conflicts Committee) (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at remove such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Dateinjunction; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b8.1(b)(ii) shall not be available to a party if any Party whose breach of any provision of this Agreement results in the imposition of any such injunction or similar legal restraint or the failure of such injunction or similar legal restraint to be resisted, resolved or lifted, as applicable; or (c) by the Closing to occur by such date shall be primarily due Company, if: (i) prior to the consummation of the Offer, Parent or Merger Sub shall have (x) breached or failed to perform in any material respect any of its covenants or obligations required to be performed by it under this Agreement or (y) breached any of its representations or warranties, which breach or failure would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger and is either incurable or, if curable, is not cured by Parent and/or Merger Sub by the earlier of (A) 30 days following receipt by Parent of written notice of such breach or failure and (B) the Outside Date; provided, at the time of the delivery of such written notice, the Company shall not be in material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in its obligations under this Agreement; (cii) by either the Partnership or Parentin order to enter into a transaction that is a Superior Proposal, if an injunction or other Law shall have been enteredprior to the Acceptance Time, enacted or become effective permanently restraining(A) the Board has received a Superior Proposal that is not withdrawn, enjoining or otherwise prohibiting (B) the consummation of the Mergers Board has determined in good faith, after consultation with its independent financial advisor and such injunction or other Law has become final and nonappealable; provided, howeveroutside legal counsel, that the right failure to terminate this Agreement in order to enter into a Superior Proposal would be inconsistent with the directors’ fiduciary duties under applicable Laws, (C) the Company shall have complied with its obligations under Section 6.2, (D) the Company has given Parent at least 3 Business Days (the “Notice Period”) advance written notice that, absent any revisions to the terms and conditions of this Agreement, the Company will terminate this Agreement pursuant to this Section 7.1(c8.1(c)(ii) shall not be available to a party if and included with such injunction or Law was due notice the identity of the person making such Superior Proposal and the most current written agreement relating to the material breach by transaction that constitutes such party Superior Proposal, (E) prior to effecting such termination, the Company shall, and shall cause its legal advisors to, during the Notice Period (1) negotiate with Parent and the Parent Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement, so that such Alternative Proposal would cease to constitute a Superior Proposal, and (2) permit Parent and the Parent Representatives to make a presentation to the Board (which may be telephonic) regarding this Agreement and any adjustments with respect thereto (to the extent Parent desires to make such presentation); provided, that in the event of any representationmaterial revisions to the Alternative Proposal that the Board has determined to be a Superior Proposal, warranty, covenant or other agreement the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 8.1(c)(ii) with respect to such new written notice; (F) at least 3 Business Days following receipt by Parent of the notice referred to in clause (D) above and after taking into account any revised proposal made by Parent since receipt of such party notice, the Board shall have determined in good faith that such revised proposal is not at least as favorable from a financial point of view to the holders of Shares than such Superior Proposal, taking into account all the terms and conditions of such proposal; and (G) prior to or concurrently with such termination, the Company pays the fee due under Section 8.3 and any attempted termination by the Company pursuant to this Section 8.1(c)(ii) without such prior or concurrent payment will be deemed null and void; or (iii) (A) Merger Sub fails to commence the Offer within the time required by Section 1.1(a) or terminates or makes any change to the Offer in material violation of the terms of this Agreement or (B) at any Expiration Date, Merger Sub shall fail to accept for payment and pay for Shares validly tendered and not withdrawn in the Offer subject to the terms of and in accordance with Section 1.1(a) and at such time all of the conditions set forth in this Agreementon Annex A are satisfied or no subsequent Expiration Date is established pursuant to an authorized extension of the Offer; (d) by the Partnership, if Parent, Merger Sub or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform if: (i) if it occurred prior to the consummation of the Offer, there shall have been a breach of any representation or was continuing to occur warranty on the Closing Date, would result part of the Company set forth in a failure this Agreement or if any representation or warranty of a the Company shall have become untrue in either case such that the condition set forth in Section 6.2(aparagraph (iii)(b) of Annex A would not be satisfied or Section 6.2(bwould be incapable of being satisfied by the earlier of (A) and 30 days following receipt by Company of written notice of such breach or (B) the Outside Date; (ii) there shall have been a breach or breaches by the Company of its naturecovenants or agreements hereunder that remains uncured, canor is incapable of being cured, within twenty (20) Business Days following written notice thereof from Parent and Merger Sub such that the condition set forth in paragraph (iii)(c) of Annex A would not be cured prior to satisfied or would be incapable of being satisfied by the End Date or, if earlier of (A) 30 days following receipt by Company of written notice of such breach or failure is capable of being cured (B) the Outside Date; (iii) the Company gives Parent the notification contemplated by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving written notice from the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein8.1(c)(ii)(D); (eiv) by Parent, if the Partnership Board shall have made an Adverse Recommendation Change or the General Partner Company shall have breached or failed in any material respect its obligations under Section 6.2; (v) as of any Expiration Date subsequent to perform any the later of its representationsthe 120th Business Day following the commencement of the Offer and the 30th Business Day following the satisfaction of clause (B) of this clause (v), warranties(A) the Minimum Condition shall not have been satisfied, covenants or but all other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on conditions of the Closing Date, would result in a failure of a condition offer set forth on Annex A shall have been satisfied and (B) the Parent in good faith believes that the SEC has concluded its review of the Schedule TO, Schedule 13E-3, and Schedule 14D-9; or (vi) Parent tenders the Parent Termination Fee to the Company by wire transfer of the same day funds to one or more accounts designated by the Company in Section 6.3(a8.1(d)(vi) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to of the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereofCompany Disclosure Letter.

Termination or Abandonment. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective TimeTime (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval), as follows: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger Effective Time shall not have been consummated occurred on or prior to April 2511:59 p.m., 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) Eastern Time, on February 28, 2018 (the “Initial End Date”); provided, however, that if on the Initial End Date all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b6.1(c) or Section 6.1(c)6.1(d) as it relates to an Antitrust Law, shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied at such time), the Initial End Date shall will automatically be extended to October 25May 28, 2022, which date shall thereafter be deemed to be 2018 (the “Outside End Date; ”) and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if any Party whose action or failure to fulfill any obligation under this Agreement proximately caused or resulted in the failure of the Closing to occur by such date shall be primarily due Effective Time not occurring prior to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this AgreementEnd Date; (c) by either the Partnership Company or Parent, if an injunction or other Law a Governmental Entity of competent jurisdiction shall have been enteredentered or issued a final and nonappealable Order that remains in effect or shall have adopted or enacted a Law that is final and nonappealable and remains in effect, enacted in either case that permanently restrains, enjoins or become effective permanently restraining, enjoining or otherwise prohibiting makes illegal the consummation of the Mergers and such injunction or other Law has become final and nonappealableMergers; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party Party if such injunction Order (or Law such Order becoming final and nonappealable) was due to the material breach by such party Party of any representation, warranty, covenant or other agreement of such party Party set forth in this Agreement; (d) by either the PartnershipCompany or Parent, if Parentthe Company Stockholder Approval shall not have been obtained at the Company Stockholder Meeting or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken; (e) by the Company (provided that the Company is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if (i) Parent or Merger Sub or GP Merger Sub shall have has breached or failed to perform any of its representationsrepresentation, warrantieswarranty, covenants covenant or other agreements agreement contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth the conditions in Section 6.2(a) or Section 6.2(b) Article VI not being satisfied and (ii) which breach, failure to perform or inaccuracy is either not curable or is not cured by its nature, cannot be cured prior to the earlier of (A) the End Date or, if such breach or failure and (B) the date that is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving 30 Business Days following written notice from the Partnership Company to Parent describing such breach or failure in reasonable detail (provided that and of the Partnership may not exercise the termination right Company’s intention to terminate this Agreement pursuant to this Section 7.1(d7.1(e); (f) if it by Parent (provided that Parent is not then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of Company has breached any representation, warranty, covenant or other agreement contained hereinin this Agreement, which breach would result in the conditions in Article VI not being satisfied; and (ii) which breach, failure to perform or inaccuracy is either not curable or is not cured by the earlier of (A) the End Date and (B) the date that is 30 Business Days following written notice from Parent to the Company describing such breach or failure in reasonable detail and of Parent’s intention to terminate this Agreement pursuant to this Section 7.1(f); and; (fg) by either the Partnership or ParentCompany, if prior to the Support Agreement is terminated receipt of the Company Stockholder Approval, in accordance with Section 2.1 thereof5.4 in order to accept a Company Superior Proposal, subject to the prior or concurrent payment of the Company Termination Fee to Parent; or (h) by Parent, prior to receipt of the Company Stockholder Approval, at any time following a Company Adverse Recommendation Change or if the Company shall be in Willful Breach of Section 5.4. The party seeking to terminate this Agreement pursuant to this Section 7.1 shall give written notice of such termination to the other parties in accordance with Section 8.7, specifying the provision of this Agreement pursuant to which such termination is effected.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either Parent or the Partnership or Parent, Company if the LP Merger shall not have been consummated on or prior to April 25June 30, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2012 (the “End Date”); , provided, however, that if all of the conditions to Closing, other than any of the conditions condition set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically may be extended by Parent or the Company from time to October 25time by written notice to the other party up to a date not beyond December 31, 20222012, the latest of any of which date dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership Company or Parent, Parent if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealablenon-appealable; provided, however, provided that the right party seeking to terminate this Agreement under pursuant to this Section 7.1(c) shall not be available have used its reasonable best efforts to a party if remove such injunction or Law was due to the material breach by extent such party of any representation, warranty, covenant or other agreement of such party set forth in is required to use its reasonable best efforts pursuant to this Agreement; (d) by either the PartnershipCompany or Parent if the Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by the Company, if Parent, Merger Sub or GP Merger Sub Parent shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, Parent does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b) 6.3 and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, Company does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (g) by Parent, (i) prior to the Company Stockholder Approval, in the event of a Change of Recommendation or if the Board of Directors of the Company shall have approved or recommended to its shareholders an Acquisition Transaction, or (ii) the Company shall have willfully and materially breached any of its obligations under Section 5.4; and (fh) by either the Partnership or ParentCompany, prior to obtaining the Company Stockholder Approval and if the Support Agreement is terminated Company has complied with its obligations under Section 5.4, in order to enter into a definitive agreement with respect to a Superior Offer; provided that any such purported termination by the Company pursuant to this Section 7.1(h) shall be void and of no force or effect unless the Company pays to Parent the expense reimbursement in accordance with Section 2.1 thereof7.3(a) and the Breakup Fee in accordance with Section 7.3(c).

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after the Company Shareholder Approval or Parent Shareholder Approval has been obtained: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP First Merger shall not have been consummated on or prior to April 25, 2022 or such later the date as may be agreed in writing by Parent and that is twelve (12) months from the Partnership (following approval by the Conflicts Committee) date of this Agreement (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b6.1(d) or Section 6.1(c6.1(e), shall have been satisfied or waived or shall be capable of being satisfied at such timetime (other than those conditions that by their nature are to be satisfied at the Closing), the End Date shall automatically be extended to October 25, 2022the date that is eighteen (18) months from the date of this Agreement, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; provided, further, that, in the event a Government Shutdown occurs prior to the End Date, at a time when the condition set forth in Section 6.1(e) has not been satisfied, the End Date shall automatically be extended by one calendar day for each calendar day that the condition set forth in Section 6.1(e) shall not have been satisfied as a result of such Government Shutdown; (c) by either the Partnership Company or Parent, if an injunction or other Law shall have been issued, entered, enacted enacted, promulgated or become effective permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in to perform any of its obligations under this Agreement; (d) by either the PartnershipCompany or Parent, if the Company Shareholders’ Meeting (including any adjournments or postponements thereof) shall have concluded, at which a vote upon the approval of this Agreement was taken, and the Company Shareholder Approval shall not have been obtained; (e) by either the Company or Parent, if the Parent Shareholders’ Meeting (including any adjournments or postponements thereof) shall have concluded, at which a vote upon the Share Issuance was taken, and the Parent Shareholder Approval shall not have been obtained; (f) by the Company, if Parent or Merger Sub or GP Merger Sub Subs shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not diligently attempt, or ceases to diligently attempt, to cure such breach or failure within thirty (30) days in such a manner that would make it reasonably likely that such breach or failure will be cured prior to the End Date, in each case after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (eg) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, Company does not diligently attempt, or ceases to diligently attempt, to cure such breach or failure within thirty (30) days in such a manner that would make it reasonably likely that such breach or failure will be cured prior to the End Date, in each case after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (h) by Parent, prior to the time the Company Shareholder Approval is obtained, (i) in the event of a Company Change of Recommendation or (ii) if the Company shall have Willfully Breached any of its obligations under Section 5.4 in a manner that materially impedes, interferes with or hinders the consummation of the transactions contemplated hereby on or before the End Date; and (fi) by either the Partnership Company, prior to the time the Parent Shareholder Approval is obtained, (i) in the event of a Parent Change of Recommendation or Parent(ii) if Parent shall have Willfully Breached any of its obligations under Section 5.5 in a manner that materially impedes, if interferes with or hinders the Support Agreement is terminated in accordance with Section 2.1 thereofconsummation of the transactions contemplated hereby on or before the End Date.

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the Unitholders of the Partnership: (a) by the mutual written consent of the Partnership Xxxxxx Parties and Parentthe Parent Parties; (b) by either the Partnership Xxxxxx Parties or Parentthe Parent Parties, if if: (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before November 1, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2009 (the “End Date”); provided, however, ) and the party seeking to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not have breached its obligations under this Agreement in any manner that if all of shall have proximately caused the conditions failure to Closingconsummate the Merger on or before the End Date; (ii) an injunction, other than legal restraint or order of any of the conditions set forth in Section 6.1(b) or Section 6.1(c), Governmental Entity shall have been satisfied entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger and such injunction, other legal restraint or order shall be capable of being satisfied have become final and nonappealable; provided that the party seeking to terminate this Agreement pursuant to this Section 7.1(b)(ii) shall have complied in all material respects with its obligations in Section 5.6; or (iii) the Partnership Meeting shall have concluded and, upon a vote taken at such timemeeting, the End Date Unitholder Approval of this Agreement or the Merger shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Datenot have been obtained; provided, further, provided that the right to terminate this Agreement pursuant to this Section 7.1(b7.1(b)(iii) shall not be available to a party the Xxxxxx Parties if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant Xxxxxx Party materially breached any obligations under Section 5.3 or other agreement of such party set forth in this Agreement5.4; (c) by either the Partnership or ParentXxxxxx Parties, if an injunction or other Law shall have been entered, enacted or become effective permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction or other Law has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (d) by the Partnership, if Parent, Merger Sub or GP Merger Sub Parent Party shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform perform: (iA) if it occurred or was continuing to occur on would constitute the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (iiB)(I) by its nature, canis not be cured prior to the End Date or, if such breach or failure is capable of being satisfied or cured by the End DateDate or (II) if capable of being satisfied or cured, Parent does is not cure such breach satisfied or failure within cured by thirty (30) days after receiving following receipt by Parent of written notice from stating the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right Xxxxxx Parties’ intention to terminate this Agreement pursuant to this Section 7.1(d7.1(c) if it and the basis for such termination; provided that the right to terminate this Agreement pursuant to this paragraph shall not be available to the Xxxxxx Parties if, at such time, a condition set forth in Section 6.3(a), 6.3(b) or 6.3(c) is then in material breach not capable of any representation, warranty, covenant or other agreement contained herein);being satisfied; or (ed) by Parentthe Parent Parties, if the Partnership or the General Partner if: (i) any Xxxxxx Party shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform perform: (iA) if it occurred or was continuing to occur on would constitute the Closing Date, would result in a failure of a condition set forth in Section 6.3(a), 6.3(b) or Section 6.3(b6.3(c) and (iiB)(I) by its nature, canis not be cured prior to the End Date or, if such breach or failure is capable of being satisfied or cured by the End DateDate or (II) if capable of being satisfied or cured, the Partnership is not satisfied or the General Partner, as applicable, does not cure such breach or failure within cured by thirty (30) days after receiving following receipt by the Xxxxxx Parties of written notice from stating the Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right Parties’ intention to terminate this Agreement pursuant to this Section 7.1(e7.1(d)(i) if it and the basis for such termination; provided that the right to terminate this Agreement pursuant to this paragraph shall not be available to the Parent Parties if, at such time, a condition set forth in Section 6.2(a) or 6.2(b) is then not capable of being satisfied; (ii) a Change in material Board Recommendation or a failure to make the Recommendation occurs or the Board of Directors or any committee thereof approves, endorses or recommends, or resolves to or publicly proposes to approve, endorse or recommend, any Alternative Proposal, including in any disclosure made pursuant to Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act; or (iii) the condition set forth in Section 6.3(d) is not capable of being satisfied by the End Date. In the event of termination of this Agreement pursuant to this Section 7.1, this Agreement shall terminate (except for the provisions of Section 7.2 and Article VIII), and there shall be no liability on the part of the Xxxxxx Parties or the Parent Parties to the other except as provided in Section 7.2 and Article VIII and except that no such termination shall relieve any party from liability arising out of any willful breach of any representationof the representations, warrantywarranties or covenants in this Agreement (subject to any express limitations set forth in this Agreement), covenant in which case the aggrieved party shall be entitled to all rights and remedies available at law or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereofequity.

Termination or Abandonment. Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, this Agreement may be terminated and abandoned at any time prior to the Effective Time:Time (except with respect to clause (h) below, whether before or after receipt of the Company Stockholder Approval): (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before July 15, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2013 (the “End Date”); provided, however, provided that if all of on July 15, 2013 the conditions condition to Closing, other than any of the conditions Closing set forth in Section 6.1(b) or Section 6.1(c)) shall not have been satisfied or duly waived by all parties entitled to the benefit of such condition, but all other conditions to the Closing shall have been satisfied or (or, in the case of conditions that, by their terms, are to be satisfied at the Closing, shall be capable of being satisfied at on July 15, 2013) or duly waived by all parties entitled to the benefit of such timeconditions, then the End Date shall automatically be extended to October 25and including November 15, 20222013, which date shall thereafter be deemed if either the Company or Parent notifies the other party in writing on or prior to be July 15, 2013 of its election to extend the End Date; provided, further, provided further that the right to terminate this Agreement or extend the End Date pursuant to this Section 7.1(b) shall not be available to a any party if that has breached in any material respect its obligations under this Agreement in any manner that shall have materially contributed to the failure of to consummate the Closing to occur by Merger on or before such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementdate; (c) by either the Partnership Company or Parent, Parent if any court of competent jurisdiction shall have issued or entered an injunction or other Law shall have been entered, enacted or become effective similar order permanently restraining, enjoining or otherwise permanently prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; providednon-appealable, however, provided that the right party seeking to terminate this Agreement under pursuant to this Section 7.1(c) shall not have used such efforts as may be available required by Section 5.6 to a party if prevent, oppose and remove such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementinjunction; (d) by either the PartnershipCompany or Parent if the Company Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval contemplated by this Agreement shall not have been obtained; (e) by the Company, if Parent, Merger Sub Parent or GP Merger Sub shall have breached or failed to perform in any material respect any of their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or Section 6.2 or failure of the Closing to occur and (ii) cannot be cured by the End Date or, if curable, is not cured within thirty (30) days following the Company’s delivery of written notice to Parent stating the Company’s intention to terminate this Agreement pursuant to this Section 7.1(e) and the basis for such termination, provided that the Company is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement; (f) by Parent, if the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.3 and (ii) by its nature, cannot be cured prior to by the End Date or, if such breach or failure curable, is capable of being not cured by the End Date, Parent does not cure such breach or failure within with thirty (30) days after receiving following Parent’s delivery of written notice from to the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right Company stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(d7.1(f) if it and the basis for such termination, provided that Parent or Merger Sub is not then in material breach of any representation, warranty, agreement or covenant or other agreement contained herein)in this Agreement; (eg) by Parent, if the Partnership or the General Partner Board of Directors shall have effected a Change of Recommendation; (h) by Parent, if the Company shall have knowingly and intentionally materially breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in obligations under Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein)5.3; and (fi) at any time prior to the date the Company Stockholder Approval is obtained, by either the Partnership or ParentCompany, if the Support Agreement is terminated in accordance with Section 2.1 thereof5.3(e)(ii)(B); provided, that substantially concurrently with such termination the Company shall tender payment to Parent of the Termination Fee pursuant to Section 7.3.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the Merger by the stockholders of the Company: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger shall not have been consummated on or prior to April 2527, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2015 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c6.1(e), shall have been satisfied or shall be capable of being satisfied at such timetime and/or the Marketing Period has not expired, the End Date shall automatically be extended to October 25July 27, 2022, which date shall thereafter be deemed to be the End Date2015; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Partnership Company or Parent, if an injunction or other Law order by a Governmental Entity of competent jurisdiction shall have been entered, enacted or become effective issued permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (d) by either the PartnershipCompany or Parent, if Parentthe Company Stockholders’ Meeting (as it may be adjourned or postponed) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by the Company, Merger Sub if Parent or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) which is either not curable or is not cured by its nature, cannot be cured prior to the earlier of (A) the End Date or, if such breach or failure and (B) the date that is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving following written notice from the Partnership Company to Parent describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (ef) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a), Section 6.3(b) or Section 6.3(b6.3(c) and (ii) which is either not curable or is not cured by its nature, cannot be cured prior to the earlier of (A) the End Date or, if such breach or failure and (B) the date that is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving following written notice from the Company to Parent describing such breach or failure in reasonable detail (provided that Parent may is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (g) by Parent, prior to receipt of the Company Stockholder Approval, (i) in the event the Company shall have failed to include the Company Recommendation in the Proxy Statement/Prospectus distributed to its stockholders, (ii) at any time following a Company Adverse Recommendation Change, (iii) in the event that a tender offer or exchange offer that constitutes a Company Takeover Proposal shall have been commenced by a person unaffiliated with Parent or Merger Sub and the Company shall not have published, sent or given to its stockholders, pursuant to Rule 14e-2 under the Exchange Act, within the ten Business Day period (as specified in Rule 14e-2 under the Exchange Act) after such tender offer or exchange offer is first published, sent or given, or subsequently amended in any material respect, a statement recommending that stockholders reject such tender offer or exchange offer and affirming the Company Recommendation, or (iv) if the Company shall have committed a Willful and Material Breach of any of its material obligations under Section 5.3 or Section 5.4; and (fh) by either the Partnership or ParentCompany, if the Support Agreement is terminated in accordance with Section 2.1 thereof5.3(f).

Termination or Abandonment. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective TimeTime (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval), as follows: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, if the LP Merger Effective Time shall not have been consummated occurred on or prior to 11:59 p.m., Eastern Time, on April 2526, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2017 (the “Initial End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party any Party whose action or failure to fulfill any obligation under this Agreement proximately caused or resulted in the Effective Time not occurring prior to the End Date, and provided, further, that if on the failure End Date all of the Closing conditions to occur by such date shall be primarily due to Closing, other than the material breach by such party of any representation, warranty, covenant or other agreement of such party conditions set forth in this AgreementSection 6.1(c) or Section 6.1(d) as it relates to an Antitrust Law, shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied at such time), the End Date will automatically be extended to October 26, 2017(the “Outside End Date”); (c) by either the Partnership Company or Parent, if an injunction or other Law a Governmental Entity of competent jurisdiction shall have been enteredentered or issued a final and nonappealable Order that remains in effect or shall have adopted or enacted a Law that is final and nonappealable and remains in effect, enacted in either case that permanently restrains, enjoins or become effective permanently restraining, enjoining or otherwise prohibiting makes illegal the consummation of the Mergers and such injunction or other Law has become final and nonappealableMerger; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party Party if such injunction Order (or Law such Order becoming final and nonappealable) was due to the material breach by such party Party of any representation, warranty, covenant or other agreement of such party Party set forth in this Agreement; (d) by either the PartnershipCompany or Parent, if Parentthe Company Stockholder Approval shall not have been obtained at the Company Stockholder Meeting or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken; (e) by the Company (provided that the Company is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if (i) Parent or Merger Sub or GP Merger Sub shall have has breached or failed to perform any of its representationsrepresentation, warrantieswarranty, covenants covenant or other agreements agreement contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth the conditions in Section 6.2(a) or Section 6.2(b) Article VI not being satisfied and (ii) which breach, failure to perform or inaccuracy is either not curable or is not cured by its nature, cannot be cured prior to the earlier of (A) the End Date or, if such breach or failure and (B) the date that is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty (30) days after receiving 30 Business Days following written notice from the Partnership Company to Parent describing such breach or failure in reasonable detail detail; (f) by Parent (provided that the Partnership may Parent is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (e) by Parent, if the Partnership or the General Partner shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty (30) days after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of Company has breached any representation, warranty, covenant or other agreement contained herein)in this Agreement, which breach would result in the conditions in Article VI not being satisfied; andand (ii) which breach, failure to perform or inaccuracy is either not curable or is not cured by the earlier of (A) the End Date and (B) the date that is 30 Business Days following written notice from Parent to the Company describing such breach or failure in reasonable detail; (fg) by either the Partnership or ParentCompany, if prior to the Support Agreement is terminated receipt of the Company Stockholder Approval, in accordance with Section 2.1 thereof5.4 in order to accept a Company Superior Proposal, subject to the prior or concurrent payment of the Company Termination Fee to Parent; or (h) by Parent, prior to receipt of the Company Stockholder Approval, at any time following a Company Adverse Recommendation Change or if the Company shall be in material and Willful Breach of Section 5.4. The party seeking to terminate this Agreement pursuant to this Section 7.1 shall give written notice of such termination to the other parties in accordance with Section 8.7, specifying the provision of this Agreement pursuant to which such termination is effected.

Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the respective stockholders of the Company and Merger Sub: (a) by the mutual written consent of the Partnership Company and Parent; (b) by either the Partnership Company or Parent, Parent if (i) the LP Merger Effective Time shall not have been consummated occurred on or prior to April 25before November 7, 2022 or such later date 2009 (as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) (extended, the “End Termination Date”); provided, however, that if all of ) and (ii) the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to October 25, 2022, which date shall thereafter be deemed to be the End Date; provided, further, that the right party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Merger on or before such date, except that if, as of the Closing to occur by such date shall be primarily due to day preceding the material breach by such party of Termination Date (without any representationextension thereto), warranty, covenant or other agreement of such party all conditions set forth in Section 6.1, Section 6.2 and Section 6.3 of this AgreementAgreement have been satisfied or waived (and in the case of those that may only be satisfied at the Closing, such conditions would be satisfied if such date were the Closing Date) other than the conditions set forth in Section 6.1(c), Section 6.1(d) or Section 6.1(e), then Parent may extend the Termination Date, by delivery to the Company of written notice of such extension signed by a Senior Vice President of Parent, which notice shall include a statement that, in Parent’s good faith judgment, it reasonably expects that the conditions set forth in Section 6.1(c), Section 6.1(d) and Section 6.1(e) will be satisfied on or prior to the Termination Date (as so extended), to May 7, 2010; provided that such extending party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Merger on or before such date; (c) by either Parent if (i) the Partnership Board of Directors shall have effected a Company Change of Recommendation or Parent, if an injunction (ii) a tender offer or other Law exchange offer for outstanding shares of Company Common Stock shall have been enteredpublicly disclosed and in the case of this clause (ii), enacted prior to the earlier of (A) the date prior to the date of the Company Meeting and (B) eleven (11) business days after the commencement of such tender or become effective exchange offer pursuant to Rule 14d-2 under the Exchange Act, the Board of Directors fails to recommend unequivocally against acceptance of such offer or if such recommendation is thereafter modified; (d) by either the Company or Parent if an order, decree, ruling or injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such order, decree, ruling or injunction or other Law has shall have become final and nonappealable; provided, however, that non-appealable and the right party seeking to terminate this Agreement under pursuant to this Section 7.1(c7.1(d) shall not be available to have acted in a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreementmanner consistent with Section 5.7; (de) by either the Company or Parent if the Company Meeting shall have concluded, a vote on the adoption of this Agreement shall have occurred, and the Company Stockholder Approval contemplated by this Agreement shall not have been obtained; (f) by the PartnershipCompany, if Parent, Merger Sub or GP Merger Sub Parent shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, or any such representation or warranty shall have become untrue after the date of this Agreement, which breach breach, failure to perform or failure to perform be true (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b) 6.2 and (ii) by its nature, canis not be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent does not cure such breach or failure within thirty ninety (3090) days after receiving the Company shall have given Parent written notice from stating the Partnership describing such breach or failure in reasonable detail (provided that the Partnership may not exercise the termination right Company’s intention to terminate this Agreement pursuant to this Section 7.1(d7.1(f) and the basis for such termination; provided that the right to terminate under this Section 7.1(f) shall not be available to the Company if it is then the Company shall have breached or failed to perform in any material breach respect any of any representationits representations, warrantywarranties, covenant covenants or other agreement agreements contained herein);in this Agreement; or (eg) by Parent, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, or any such representation or warranty shall have become untrue after the date of this Agreement, which breach breach, failure to perform or failure to perform be true (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) 6.1 or Section 6.3(b) 6.3 and (ii) by its nature, canis not be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, does not cure such breach or failure within thirty ninety (3090) days after receiving Parent shall have given the Company written notice from Parent describing such breach or failure in reasonable detail (provided that Parent may not exercise the termination right stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(e7.1(g) and the basis for such termination; provided that the right to terminate under this Section 7.1(g) shall not be available to Parent if it is then Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement. In the event of termination of this Agreement prior to the Effective Time pursuant to this Section 7.1, this Agreement shall terminate and shall become void and there shall be no liability or obligation on the part of any party hereto (except for the Amendment Agreement, the Confidentiality Agreement and the provisions of Article VIII, which shall survive termination of this Agreement); provided, however, that (x) nothing shall relieve Parent from its obligations to indemnify and reimburse expenses pursuant to Section 5.14 and Section 5.16 and (y) subject to Section 7.2(d), nothing shall relieve any party from liability to the other parties to this Agreement for damages resulting from any material breach of any representation, warranty, covenant or other agreement contained herein); and (f) by either the Partnership or Parent, if the Support Agreement is terminated in accordance with Section 2.1 thereofits obligations under this Agreement.

Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the Merger by the shareholders of the Company: (a) by the mutual written consent of the Partnership Company and ParentETP; (b) by either the Partnership Company or ParentETP, if the LP Merger shall not have been consummated on or prior to April 25December 31, 2022 or such later date as may be agreed in writing by Parent and the Partnership (following approval by the Conflicts Committee) 2012 (the “End Date”); provided, however, that if all of the conditions to Closing, other than any of the conditions set forth in Section 6.1(b) or Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically may be extended by either ETP or the Company from time to October 25time by written notice to the other party up to a date not beyond March 31, 20222013, the latest of any of which date dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if (i) the failure of the Closing to occur by such date shall be primarily due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this AgreementAgreement and (ii) the other party has filed (and is then pursuing) an action seeking specific performance as permitted by Section 8.5; (c) by either the Partnership Company or ParentETP, if an injunction or other Law shall have been entered, enacted or become effective entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger and such injunction or other Law has shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if such injunction or Law was due to the material breach by such party of any representation, warranty, covenant or other agreement failure of such party set forth in to perform any of its obligations under this Agreement; (d) by either the PartnershipCompany or ETP, if Parentthe Shareholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Shareholder Approval shall not have been obtained; (e) by the Company, Merger Sub if ETP or GP Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Parent ETP does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from the Partnership Company describing such breach or failure in reasonable detail (provided that the Partnership may Company is not exercise the termination right pursuant to this Section 7.1(d) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (ef) by ParentETP, if the Partnership or the General Partner Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Partnership or the General Partner, as applicable, Company does not diligently attempt or ceases to diligently attempt to cure such breach or failure within thirty (30) days after receiving written notice from Parent ETP describing such breach or failure in reasonable detail (provided that Parent may ETP is not exercise the termination right pursuant to this Section 7.1(e) if it is then in material breach of any representation, warranty, covenant or other agreement contained herein); (g) by ETP, prior to the Company Shareholder Approval (i) in the event of a Change of Recommendation or (ii) the Company shall have Willfully Breached any of its obligations under Section 5.4, other than in the case where (A) such Willful Breach is a result of an isolated action by a person that is a Representative of the Company (other than a director or senior officer of the Company), (B) such Willful Breach was not caused by, or within the knowledge of, the Company, (C) the Company takes appropriate actions to remedy such Willful Breach upon discovery thereof and (D) Parent is not significantly harmed as a result thereof; and (fh) by either the Partnership or ParentCompany, prior to obtaining the Company Shareholder Approval and if the Support Company has complied in all material respects with its obligations under Section 5.4, in order to enter into a definitive agreement with respect to a Superior Offer (which definitive agreement shall be entered into concurrently with, or promptly following, the termination of this Agreement is terminated pursuant to this Section 7.1(h)); provided that any such purported termination by the Company pursuant to this Section 7.1(h) shall be void and of no force or effect unless the Company pays to ETP the Breakup Fee in accordance with Section 2.1 thereof7.3(a).