Common use of Optional Termination Clause in Contracts

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.2.1, and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Version

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at any time before completion prior to the Effective Time by action taken or authorized by the Board of Directors of the Closingterminating party or parties and, except as provided below, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or the stockholders of the Parent Corporation: 10.1.1 by (a) By mutual agreement written consent of Buyer the Company, the Parent Corporation and SellerSteag; 10.1.2 (b) By either the Parent Corporation or the Company, if the Effective Time shall not have occurred on or before February 28, 2001 (the "Termination Date"); provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Termination Date; (c) By either the Parent Corporation or the Company, if any Governmental Entity (i) shall have issued an order, decree or ruling or taken any other action (which the parties shall have used their reasonable commercial efforts to resist, resolve or lift, as applicable, in accordance with Section 6.7) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise and such order, decree, ruling or other action shall have become final and nonappealable or (ii) shall have failed to the failure issue an order, decree or ruling or to take any other action, and such denial of a condition request to issue such order, decree, ruling or take such other action shall have become final and nonappealable (which order, decree, ruling or other action the parties shall have used their reasonable commercial efforts to obtain, in accordance with Section 6.7), in the case of each of (i) and (ii) which is necessary to fulfill the conditions set forth in Article 7, as applicable; provided, however, that the right to terminate this Agreement under this Section 7.2.18.1(c) shall not be available to any party whose failure to use their reasonable commercial efforts has been the cause of such action or inaction; (d) By either the Parent Corporation or the Company, and such breach if the approvals of the shareholders of the Company or the stockholders of the Parent Corporation contemplated by this Agreement shall not have been cured obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or eliminated shareholders (including any adjournment or by its nature canpostponement thereof) at which the vote was taken; provided, however, that a party shall not be cured or eliminated) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right permitted to terminate this Agreement pursuant to this Section 10.1.4 8.1(d) if the failure to obtain such occurrence approval is attributable to a failure on the part of such party to perform any material obligation required to be performed by such party; (e) By the Company, if the Parent Corporation shall have (i) failed to recommend the issuance of the Parent Common Stock in the Merger and the approval of the Parent Corporation Proposals to its stockholders or event is withdrawn or modified the result Parent Corporation Board Recommendation in a manner adverse to the Company (or resolved to take any such action), whether or not permitted by the terms hereof or (ii) materially breached its obligations under this Agreement by reason of a breach failure to call the Parent Corporation Stockholders Meeting in accordance with this Agreement or a failure to prepare and mail to its stockholders the Joint Proxy Statement as required hereunder; (f) By the Parent Corporation (at any time prior to the adoption of this Agreement by Seller the Company shareholders) (i) if a Company Triggering Event (as defined in Exhibit A hereto) shall have occurred or Buyer has irrevocably waived (ii) the Company materially breaches its right obligations under this Agreement by reason of a failure to call the Company Shareholders Meeting in accordance with this Agreement or failure to prepare and mail its shareholders the Joint Proxy Statement as required hereunder; (g) By the Parent Corporation if (i) any of the Company's representations and warranties shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.2(b) would not be satisfied or (ii) any of the Company's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 7.2(a) would not be satisfied; provided, however, that if an inaccuracy in the Company's representations and warranties arising as of a date subsequent to this Agreement is curable by the Company by the Termination Date and the Company is continuing to exercise all reasonable efforts to cure such inaccuracy, then the Parent Corporation may not terminate this Agreement pursuant under this Section 8.1(g) on account of such inaccuracy; (h) By the Company if (i) any of the Parent Corporation's representations and warranties shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.1.3 with respect 7.3(b) would not be satisfied or (ii) if any of the Parent Corporation's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 7.3(a) would not be satisfied; provided, however, that if an inaccuracy in the Parent Corporation's representations and warranties arising as of a date subsequent to this Agreement is curable by the Parent Corporation by the Termination Date and the Parent Corporation is continuing to exercise all reasonable efforts to cure such inaccuracy, then the Company may not terminate this Agreement under this Section 8.1(h) on account of such inaccuracy; (i) By the Parent Corporation if, since the date of this Agreement, there shall have occurred any Company Material Adverse Change within fifteen (15) business days of receiving notice of the happening of such occurrence Effect, or eventthere shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have a Company Material Adverse Effect; or 10.1.5 by Buyer or Seller(j) By the Company if, if since the date of this Agreement, there shall be have occurred any Law of Parent Corporation Material Adverse Effect, or there shall have occurred any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Versionevent

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at At any time before completion prior to the final redemption of the Closing: 10.1.1 Notes, Party B may, in the event of the sale, early redemption or enforcement of any mortgage which has been hedged by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in a Transaction under this Agreement, which breach would give rise not less than three Business Days' notice (an "Optional Termination Notice") of its intention to the failure of a condition set forth terminate, in Section 7.2.1whole or in part, and that Transaction, provided that any such breach termination shall not have been cured adversely affect the rating provided by ▇▇▇▇▇'▇ or eliminated (or by its nature cannot Fitch in respect of the Notes. Such termination shall be cured or eliminated) by Buyer effective on or before September 1, 2007 the date (the “Extended Closing "Optional Termination Date”") which is the next Party A Interest Payment Date after the date on which such notice is given by Party B (or, if such notice is given less than three Business Days before such next Party A Interest Payment Date, the following Party A Interest Payment Date), such notice to specify the Transaction (the "Relevant Transaction") and the percentage of the Notional Amount thereof to be so terminated (the "Terminated Portion"), provided that Seller is not then the parties hereto may at any time agree that the Optional Termination Date in material breach respect of any a Terminated Portion shall be earlier than the date which would otherwise be applicable provision under this paragraph. In this event, notwithstanding the provisions of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any 5 and Section 6 of its respective representations, warranties, covenants or agreements contained in this the Agreement, which breach would give rise Party A shall determine the "Market Value" (as defined below) with respect to the failure Terminated Portion and the following provisions shall apply: (i) If the Market Value so determined is a negative number, Party B shall pay the absolute value of that amount to Party A on the Optional Termination Date, provided that any such payment shall be made in accordance with the order of priority of payments, as agreed between Party B and Party A pursuant to the Deed of Charge. (ii) If the Market Value so determined is a condition set forth positive number, notwithstanding anything to the contrary in Section 7.1.1 and such breach shall not have been cured the Agreement or eliminated (or by its nature canthis Schedule, Party A will not be cured or eliminatedobliged to pay any amount in respect of the Terminated Portion to Party B on the Optional Termination Date but the following shall occur: (A) by Seller in the event that the Terminated Portion of the Relevant Transaction is less than 100% of the Notional Amount, Party A will be obliged to pay Annuity Payments (as defined below) to Party B on or before each Party A Interest Payment Date specified for the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon original Transaction following the occurrence of a Material Adverse ChangeOptional Termination Date; or 10.1.4 by Seller upon (B) in the happening of an occurrence or event whichthat, individually the Relevant Transaction has terminated in whole, Party A will be obliged to pay Annuity Payments on each Party A Interest Payment Date which would have occurred under the Relevant Transaction had it not been terminated in whole in accordance with this paragraph; it being further provided that, despite the Relevant Transaction having been terminated in whole or in part, the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice remaining obligations of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there parties as specified in this sub-paragraph (ii) shall survive and shall be any Law of any competent jurisdiction that makes consummation of deemed to constitute a Transaction from the Transactions illegal or otherwise prohibited. Execution VersionOptional Termination Date (for which this sub-paragraph (ii) constitutes the Confirmation).

Optional Termination. This Except as provided in Section 8.3 below, this Agreement may be terminated and the Transactions may be Acquisition abandoned at any time before completion of prior to the Closing: 10.1.1 (a) by mutual agreement consent of Buyer ORA and SellerMonaco; 10.1.2 (b) by Seller Monaco or ORA if: (i) the Closing has not occurred on or before December 15, 2002; (ii) there shall be a final nonappealable order of a federal or state court in effect preventing consummation of the Acquisition; or (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Acquisition by any Governmental Entity that would make consummation of the Acquisition illegal; (c) by Monaco if there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Acquisition by any Governmental Entity, which would: (i) prohibit or materially and adversely restrict Buyer’s or the Company’s ownership or operation of all or a portion of the business of the Company or (ii) compel Buyer breaches any or the Company to dispose of or hold separate all or a portion of the business or assets of the Company or Buyer as a result of the Acquisition; (d) by Monaco if it is not in material breach of its respective representationsobligations under this Agreement and there has been a material breach of any representation, covenants warranty, covenant or agreements agreement contained in this Agreement, which breach would give rise to Agreement on the failure part of a condition set forth in Section 7.2.1, the Company or ORA and such breach shall has not have been cured or eliminated within ten (or 10) business days after written notice to the Company (provided that no cure period shall be required for a breach which by its nature cannot be cured or eliminatedcured); (e) by Buyer Monaco if there shall have occurred any event or condition of any character that has had or is reasonably likely to have a material adverse effect on the business or before September 1, 2007 operations of the Company; (f) by the “Extended Closing Date”), provided that Seller is Company or ORA if they are not then in material breach of their obligations under this Agreement and there has been a material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2representation, by Buyerwarranty, (a) if Seller breaches any of its respective representations, warranties, covenants covenant or agreements agreement contained in this Agreement, which breach would give rise to Agreement on the failure part of a condition set forth in Section 7.1.1 Monaco and such breach shall has not have been cured or eliminated within ten (or 10) business days after written notice to Monaco (provided that, no cure period shall be required for a breach which by its nature cannot be cured cured); (g) pursuant to Sections 5.11, 5.12, or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision 5.13 of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right . Where action is taken to terminate this Agreement pursuant to this Section 10.1.4 if 8.1, it shall be sufficient for such occurrence or event is action to be authorized by the result Board of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen Directors (15as applicable) business days of receiving notice of the happening of party taking such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Versionaction.

Optional Termination. This Agreement may be terminated and the Transactions may be -------------------- transaction contemplated herein abandoned at any time before completion prior to the Closing as follows: (a) by the mutual consent of the Closing: 10.1.1 by mutual agreement of Buyer Company, PQC and SellerFlagship; 10.1.2 (b) by Seller if Buyer breaches the Company, upon a material breach of any representation, warranty, covenant or agreement on the part of its respective representations, covenants PQC or agreements contained Flagship set forth in this Agreement, which breach would give rise to or if any representation or warranty of PQC or Flagship has become materially untrue, in either case such that any of the failure of a condition conditions set forth in Section 7.2.1Article VI would be incapable of being satisfied by July 31, 1997; provided, that in any case, a willful breach will be deemed to cause such conditions to be incapable of being satisfied for purposes of this paragraph (b). Any breach on the part of PQC or Flagship of the representations and such breach warranties contained in Article III or the covenants contained in Article IV, which permits termination of this Agreement shall not have been cured permit the Company, the Stockholders and the Optionholders to immediately terminate any other agreement between PQC or eliminated Flagship and the Company, any of the Stockholders. (or by its nature cannot be cured or eliminatedc) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in PQC and Flagship upon a material breach of any applicable provision representation, warranty, covenant or agreement on the part of this Agreement; 10.1.3 subject to Section 10.2the Company, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants the Stockholders or agreements contained the Optionholders set forth in this Agreement, which breach would give rise to or if any representation or warranty of the failure Company has become materially untrue, in either case such that any of a condition the conditions set forth in Section 7.1.1 Article V would be incapable of being satisfied by July 31, 1997; provided, that in any case, a willful breach will be deemed to cause such conditions to be incapable of being satisfied for purposes of this paragraph (c). Any breach on the part of the Company, the Stockholders or the Optionholders of the representations and such breach warranties contained in Article II or the covenants contained in Article IV, which permits termination of this Agreement shall permit PQC and Flagship to immediately terminate any other agreement between the Company, the Stockholder or the Optionholder and PQC or Flagship; or (d) by either Party if the Closing shall not have been cured or eliminated (or occurred by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this AgreementJuly 31, 1997, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured such other date agreed to by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution VersionParties.

Optional Termination. This Agreement may be terminated and Notwithstanding anything to the Transactions may be abandoned at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained contrary in this Agreement, which breach would give rise to if (i) any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of the failure of a condition set forth in Section 7.2.1, and such breach shall not have been cured Borrower or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision Subsidiary of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, the Borrower) or two or more Persons acting in concert (a) if Seller breaches other than any group of employees of the Borrower or of any of its respective representationsSubsidiaries) shall have acquired beneficial ownership (within the meaning of Rule l3d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), warrantiesdirectly or indirectly, covenants of securities of the Borrower (or agreements contained other securities convertible into such securities) representing 35% or more of the combined voting power of all securities of the Borrower entitled to vote in this Agreementthe election of directors, which breach would give rise to other than securities having such power only by reason of the failure happening of a condition set forth in Section 7.1.1 and such breach shall not have been cured contingency, or eliminated (ii) during any period of up to 24 consecutive months, commencing before or by its nature cannot be cured or eliminated) by Seller on or before after the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Borrower or who were elected by individuals who at the beginning of such period were such directors or by individuals elected in accordance with this clause (ii) shall cease for any reason (other than as a result of death, incapacity or normal retirement) to constitute a majority of the board of directors of the Borrower, or (biii) upon any Person (other than the occurrence Borrower or a Wholly-Owned Subsidiary of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence Borrower) or event which, individually two or more Persons acting in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller concert shall have no right to terminate this Agreement acquired by contract or otherwise, or shall have entered into a merger or purchase agreement with the Borrower pursuant to this Section 10.1.4 if which such occurrence Person or event is Persons shall have acquired the result power to exercise, directly or indirectly, a controlling influence over the management or policies of a breach the Borrower; then the Administrative Agent (i) shall at the request, or may with the consent, of this Agreement the Majority Banks, by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening Borrower, declare all of the Commitments and the obligation of each Bank to make Advances to be terminated, whereupon all of the Commitments and each such occurrence obligation shall forthwith terminate, and the Borrower shall not have any further right to borrow hereunder and (ii) shall at the request, or event; or 10.1.5 may with the consent, of the Majority Banks declare the principal of the Advances, all interest thereon and all other amounts payable by Buyer or Sellerthe Borrower under this Agreement to be forthwith due and payable, if there whereupon such principal of the Advances, such interest and all such amounts shall become and be any Law forthwith due and payable, without requirement of any competent jurisdiction that makes consummation presentment, demand, protest, notice of intent to accelerate, further notice of acceleration or other further notice of any kind (other than the Transactions illegal or otherwise prohibited. Execution Versionnotice expressly provided for above), all of which are hereby expressly waived by the Borrower.

Optional Termination. This Agreement may be terminated -------------------- and the Transactions may be sale of the Assets abandoned (i) at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise prior to the failure Closing by the mutual written consent of a condition set forth in Section 7.2.1, CPC and such breach shall not have been cured or eliminated Parent; (or by its nature cannot be cured or eliminatedii) by Buyer on Parent if any Seller adds any supplement to any Schedule to this Agreement or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject Merger Agreement after the date hereof which supplement shall reasonably be expected to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot material adverse change in the consolidated financial condition or will not be cured by results of operations of the Extended Business or, after the Closing Date, providedParent, that Seller in excess of $500,000 for an individual failure or $2,500,000 for all such failures, except that, in the case of criminal activity or fraud, Parent shall have no the right to terminate this Agreement without regard to the preceding dollar limitations; provided that Parent must notify CPC of its election -------- to terminate the Agreement pursuant to this Section 10.1.4 8.1 within ten business days after its receipt of such supplement; (iii) by CPC if such occurrence or event is the result of a breach of any Purchaser adds any supplement to any Schedule to this Agreement by Seller or Buyer has irrevocably waived its the Merger Agreement after the date hereof which supplement shall reasonably be expected to result in a material adverse change in the consolidated financial condition or results of operations of CPC or, after the Closing Date, Parent, in excess of $500,000 for an individual failure or $2,500,000 for all such failures other than breaches of Section 3.25 hereof and $2,500,000 for breaches of Section 3.25 hereof, except that, in the case of criminal activity or fraud, CPC shall have the right to terminate this Agreement without regard to the preceding dollar limitations; provided that CPC must notify Parent of its election to terminate -------- the Agreement pursuant to this Section 10.1.3 8.1 within ten business days after its receipt of such supplement; (iv) by Parent at any time prior to November 15, 1996, if the environmental phase one surveys and engineering reports with respect to such Material Adverse Change within fifteen the Real Property ordered by the Sellers pursuant to this Agreement should not be reasonably satisfactory to Parent; and (v) by CPC at any time prior to November 15) business days of receiving notice , 1996, if the environmental phase one surveys and engineering reports with respect to real property owned by Purchaser or its subsidiaries should not be reasonably satisfactory to Sellers. In addition, this Agreement shall immediately terminate in the event of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation termination of the Transactions illegal or otherwise prohibited. Execution VersionMerger Agreement.

Optional Termination. This Agreement may be terminated and the Transactions may be -------------------- transaction contemplated herein abandoned at any time before completion prior to the Closing as follows: (a) by the mutual consent of the Closing: 10.1.1 by mutual agreement of Buyer Seller, MCP and SellerPQC; 10.1.2 (b) by Seller if Buyer breaches the Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of its respective representations, covenants PQC or agreements contained MCP set forth in this Agreement, which breach would give rise to or if any representation or warranty of PQC and MCP has become materially untrue, in either case such that the failure of a condition conditions set forth in Section 7.2.1Article VII would be incapable of being satisfied by August 31, and 1996; provided, that in any case, a willful breach will be deemed to cause such breach shall not have been cured or eliminated conditions to be incapable of being satisfied for purposes of this paragraph (or by its nature cannot be cured or eliminatedb); (c) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in PQC upon a material breach of any applicable provision representation, warranty, covenant or agreement on the part of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if the Seller breaches any of its respective representations, warranties, covenants or agreements contained set forth in this Agreement, which breach would give rise to or if any representation or warranty of the failure of a condition Seller has become materially untrue, in either case such that the conditions set forth in Section 7.1.1 Article VI would be incapable of being satisfied by August 31, 1996; provided, that in any case, a willful breach will be deemed to cause such conditions to be incapable of being satisfied for purposes of this paragraph (c). Any breach on the part of the Seller of the representations and such breach warranties contained in Article II or the covenants contained in Articles IV and V, which permits termination of this Agreement shall permit PQC and/or MCP to immediately terminate the Affiliation Agreement and Employment Agreement to be entered into between MCP and/or PQC and Seller; or (d) by either party if the Closing shall not have been cured or eliminated (or occurred by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this AgreementAugust 31, 1996, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured such other date agreed to by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution VersionParties.

Optional Termination. This In addition to any other termination rights herein, a Party shall have the right, but not the obligation, to terminate the Agreement without the approval of the other Party and without recourse against the other Party for any damages or other costs and without any further obligation or liability of either Party, as follows: (a) the Seller may be terminated and the Transactions may be abandoned terminate this Agreement at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise prior to the failure of a condition set forth Commercial Operation Date upon thirty (30) days written notice if the Seller determines in Section 7.2.1, and such breach shall not have been cured its sole discretion that (i) key approvals or eliminated (or by its nature permits for the Facility cannot be cured obtained on a timely basis or eliminated) by Buyer on or before September 1, 2007 (that the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured otherwise meet its obligations hereunder or eliminated) by Seller on or before under the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Implementation Agreement, or (bii) upon proceeding with the occurrence development, acquisition and construction of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes Facility will result in a Material Adverse Change that cannot unacceptable risk to the Seller, or will not be cured by (c) elects to proceed with the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate Facility without this Agreement pursuant to Section 10.1.3 with respect 3.01(c) of the Implementation Agreement; provided, however, that the Department shall incur no liability to any other person as the result of any such Material Adverse Change within fifteen termination. (15b) business the Department may terminate this Agreement at any time prior to the Department Commitment DateDepartment Commitment Time, upon ten (10) days written notice at any time prior to the delivery of receiving notice of the happening Bond Sale Date and upon one (1) day notice upon immediate notice from and after the delivery of notice of the Bond Sale Date if the Department determines, in its sole discretion, that the cost of such occurrence Facility is or event; or 10.1.5 by Buyer or Sellerwill become unacceptable. For the purposes of this subsection (b), if there shall be any Law of any competent jurisdiction that makes consummation the term “costs of the Transactions illegal Facility” shall include both amounts payable to the Seller hereunder, including but not limited to, Sections 2.01 and 2.06 hereof, and all costs incurred by the Department in connection with the Facility. (c) the Department may terminate this Agreement at any time prior to the Department Commitment Date upon twenty (20) days written notice if (i) Seller has not secured a site for the construction of the Facility by December 31, 2003; provided, Seller uses best efforts to secure the site as soon as reasonablye practicable; or otherwise prohibited. Execution Version(ii) the AFC submitted by Seller for Facility is not deemedCEC data adequate by the CEC by the earlier of (1) date the site is secured plus thirty (30) days and (2) January 31, 2004; or (iii) Seller fails to enter into EPC Contract by the earlier of (1) the date the AFC submitted by Seller for the Facility is deemedCEC data adequate by the CEC plus three hundred (300) Days, and (2) the date of the CEC final staff assessment plus thirty (30) days. (d) a Party not claiming the Force Majeure event may terminate this Agreement upon ten

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at At any time before completion prior to the final redemption of the Closing: 10.1.1 Notes, Party B may, in the event of the sale, early redemption or enforcement of any mortgage which has been hedged by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in a Transaction under this Agreement, which breach would give rise not less than three Business Days' notice (an "Optional Termination Notice") of its intention to the failure of a condition set forth terminate, in Section 7.2.1whole or in part, and that Transaction, provided that any such breach termination shall not have been cured adversely affect the rating provided by ▇▇▇▇▇'▇ or eliminated (or by its nature cannot ▇▇▇▇▇ in respect of the Notes. Such termination shall be cured or eliminated) by Buyer effective on or before September 1, 2007 the date (the “Extended Closing "Optional Termination Date”") which is the next Party A Interest Payment Date after the date on which such notice is given by Party B (or, if such notice is given less than three Business Days before such next Party A Interest Payment Date, the following Party A Interest Payment Date), such notice to specify the Transaction (the "Relevant Transaction") and the percentage of the Notional Amount thereof to be so terminated (the "Terminated Portion"), provided that Seller is not then the parties hereto may at any time agree that the Optional Termination Date in material breach respect of any a Terminated Portion shall be earlier than the date which would otherwise be applicable provision under this paragraph. In this event, notwithstanding the provisions of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any 5 and Section 6 of its respective representations, warranties, covenants or agreements contained in this the Agreement, which breach would give rise Party A shall determine the "Market Value" (as defined below) with respect to the failure Terminated Portion and the following provisions shall apply: (i) If the Market Value so determined is a negative number, Party B shall pay the absolute value of that amount to Party A on the Optional Termination Date, provided that any such payment shall be made in accordance with the order of priority of payments, as agreed between Party B and Party A pursuant to the Deed of Charge. (ii) If the Market Value so determined is a condition set forth positive number, notwithstanding anything to the contrary in Section 7.1.1 and such breach shall not have been cured the Agreement or eliminated (or by its nature canthis Schedule, Party A will not be cured or eliminatedobliged to pay any amount in respect of the Terminated Portion to Party B on the Optional Termination Date but the following shall occur: (A) by Seller in the event that the Terminated Portion of the Relevant Transaction is less than 100% of the Notional Amount, Party A will be obliged to pay Annuity Payments (as defined below) to Party B on or before each Party A Interest Payment Date specified for the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon original Transaction following the occurrence of a Material Adverse ChangeOptional Termination Date; or 10.1.4 by Seller upon (B) in the happening of an occurrence or event whichthat, individually the Relevant Transaction has terminated in whole, Party A will be obliged to pay Annuity Payments on each Party A Interest Payment Date which would have occurred under the Relevant Transaction had it not been terminated in whole in accordance with this paragraph; it being further provided that, despite the Relevant Transaction having been terminated in whole or in part, the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice remaining obligations of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there parties as specified in this sub-paragraph (ii) shall survive and shall be any Law of any competent jurisdiction that makes consummation of deemed to constitute a Transaction from the Transactions illegal or otherwise prohibited. Execution VersionOptional Termination Date (for which this sub-paragraph (ii) constitutes the Confirmation).

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at any time before completion prior to the Closing by action taken or authorized by the Board of Directors or the Supervisory Board, as applicable, of the Closingterminating party or parties and, except as provided below, whether before or after approval of the ▇▇▇▇▇▇▇ Stockholder Proposal by the stockholders of ▇▇▇▇▇▇▇: 10.1.1 by (a) By mutual agreement written consent of Buyer ▇▇▇▇▇▇▇, STEAG and SellerCFM; 10.1.2 (b) By either ▇▇▇▇▇▇▇ or STEAG, if the Closing shall not have occurred on or before February 28, 2001 (the "Termination Date"); provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Termination Date; (c) By either ▇▇▇▇▇▇▇ or STEAG, if any Governmental Entity (i) shall have issued an order, decree or ruling or taken any other action (which the parties shall have used their reasonable commercial efforts to resist, resolve or lift, as applicable, in accordance with Section 6.9) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise and such order, decree, ruling or other action shall have become final and nonappealable or (ii) shall have failed to the failure issue an order, decree or ruling or to take any other action, and such denial of a condition request to issue such order, decree, ruling or take such other action shall have become final and nonappealable (which order, decree, ruling or other action the parties shall have used their reasonable commercial efforts to obtain, in accordance with Section 6.9), in the case of each of (i) and (ii) which is necessary to fulfill the conditions set forth in Article VII, as applicable; provided, however, that the right to terminate this Agreement under this Section 7.2.18.1(c) shall not be available to any party whose failure to use their reasonable commercial efforts has been the cause of such action or inaction; (d) By either ▇▇▇▇▇▇▇ or STEAG, and such breach if the approval of the stockholders of ▇▇▇▇▇▇▇ contemplated by this Agreement shall not have been cured obtained by reason of the failure to obtain the required vote at a duly held meeting of ▇▇▇▇▇▇▇ stockholders (including any adjournment or eliminated (or by its nature canpostponement thereof) at which the vote was taken; provided, however, that a party shall not be cured or eliminated) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right permitted to terminate this Agreement pursuant to this Section 10.1.4 8.1(d) if the failure to obtain such occurrence or event approval is attributable to a failure on the result part of such party to perform any material obligation required to be performed by such party; (e) By STEAG, if (i) ▇▇▇▇▇▇▇ shall have materially breached its obligations under this Agreement by reason of a breach failure to call the ▇▇▇▇▇▇▇ Stockholders Meeting in accordance with this Agreement or a failure to prepare and mail to its stockholders the Proxy Statement as required hereunder, (ii) ▇▇▇▇▇▇▇'▇ Board of Directors shall have failed to recommend that ▇▇▇▇▇▇▇'▇ stockholders vote in favor of approval of the ▇▇▇▇▇▇▇ Stockholder Proposal or shall have withdrawn, modified or changed in a manner adverse to STEAG such recommendation, whether or not permitted by the terms of this Agreement by Seller (iii) ▇▇▇▇▇▇▇ shall have entered into a definitive acquisition agreement for an Acquisition Transaction involving ▇▇▇▇▇▇▇, or Buyer has irrevocably waived (iv) an Acquisition Transaction involving ▇▇▇▇▇▇▇ shall have occurred, or (v) ▇▇▇▇▇▇▇ shall have materially breached its right to terminate this Agreement pursuant to obligations under Section 10.1.3 with respect to such Material Adverse Change within fifteen 5.3(b), or (15vi) business days of receiving notice of ▇▇▇▇ ▇▇▇▇▇▇▇ shall have materially breached his obligations under the happening of such occurrence Voting Agreement; (f) By ▇▇▇▇▇▇▇ if (i) ▇▇▇▇▇▇▇ shall have entered into a definitive acquisition agreement for an Acquisition Transaction or event(ii) an Acquisition Transaction involving ▇▇▇▇▇▇▇ shall have occurred; or 10.1.5 by Buyer or Seller(g) By ▇▇▇▇▇▇▇, if there STEAG shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal have materially breached its obligations under Section 5.3(a), but only if such breach results in STEAG entering into a third party acquisition agreement prohibited by such provision or otherwise prohibited. Execution Versionmaterially adversely affects ▇▇▇▇▇▇▇'▇ ability to consummate the transactions contemplated by this Agreement.

Optional Termination. This Agreement may be terminated -------------------- and the Transactions may be Hospital Company Merger and the Partially-Owned Company Merger abandoned (i) at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise prior to the failure Closing by the mutual written consent of a condition set forth in Section 7.2.1, Sellers and such breach shall not have been cured or eliminated Parent; (or by its nature cannot be cured or eliminatedii) by Buyer on Parent if Sellers adds any supplement to any Schedule to this Agreement or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject Asset Purchase Agreement after the date hereof which supplement shall reasonably be expected to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot material adverse change in the consolidated financial condition or will not be cured by results of operations of the Extended Companies or, after the Closing Date, providedParent, that Seller in excess of $500,000 for an individual failure or $2,500,000 for all such failures, except that, in the case of criminal activity or fraud, Parent shall have no the right to terminate this Agreement without regard to the preceding dollar limitations; provided that -------- Parent must notify Sellers of its election to terminate the Agreement pursuant to this Section 10.1.4 8.1 within ten business days after its receipt of such supplement; (iii) by Sellers if such occurrence or event is the result of a breach of Purchaser adds any supplement to any Schedule to this Agreement by Seller or Buyer has irrevocably waived its the Asset Purchase Agreement after the date hereof which supplement shall reasonably be expected to result in a material adverse change in the consolidated financial condition or results of operations of Sellers or, after the Closing Date, Parent, in excess of $500,000 for an individual failure, $2,500,000 for all such failures other than breaches of Section 3.25 hereof for breaches of Section 3.25 and $2,500,000 for breaches of Section 3.25 hereof, except that, in the case of criminal activity or fraud, Sellers shall have the right to terminate this Agreement without regard to the preceding dollar limitations; provided that Sellers must notify Parent of its election to -------- terminate the Agreement pursuant to this Section 10.1.3 8.1 within ten business days after its receipt of such supplement; and (iv) by Parent at any time prior to [NOVEMBER 22, 1996], if the environmental phase one surveys and engineering reports with respect to such Material Adverse Change within fifteen (15) business days of receiving notice the Real Property pursuant to this Agreement should not be reasonably satisfactory to Parent. In addition, this Agreement shall immediately terminate in the event of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation termination of the Transactions illegal or otherwise prohibited. Execution VersionAsset Purchase Agreement.

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at Party B may, on any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.2.1, and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before September 1, 2007 Business Day (the “Extended Closing Optional Termination Date”), terminate and cash settle any Transaction hereunder in whole or in part, by providing prior written notice to Party A designating a day not earlier than the third Business Day following the day on which such notice is effective as the Optional Termination Date; provided that, Party B provides evidence to the reasonable satisfaction of Party A that Seller is not then Party B has (or will have on the Optional Termination Date) sufficient available funds to pay any amounts which may be payable by it to Party A in material breach connection with such early termination of such Transaction, and no Event of Default or Potential Event of Default exists with respect to Party B. The amount due with respect to any applicable provision such termination shall be determined pursuant to Section 6 of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, Agreement as if (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before Optional Termination Date is the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or Early Termination Date; (b) upon Party B is the sole Affected Party (for all purposes other than the election to terminate), (c)such Transaction is the sole Affected Transaction, and (d) in the case of a partial termination, the Notional Amount of the Transaction was the portion of the Transaction subject to such optional termination. If a Transaction is to be terminated in part, the notice thereof provided by Party B shall specify the portion of the Notional Amount of such Transaction to be terminated, and the parties shall execute an amendment to the Confirmation for such Transaction to reflect the revised Notional Amount and amortization thereof. Notwithstanding the foregoing, the occurrence hereunder of a Material Adverse Change; or 10.1.4 by Seller upon partial early termination under this Part S(t) shall not constitute a Termination Event under this Agreement with respect to the happening non-terminated portion of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller partially terminated Transactions and shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is effect on the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening non-terminated portions of such occurrence or event; or 10.1.5 by Buyer or Sellerpartially terminated Transactions, if there which shall be continue in full force and effect (with the appropriate reduction in its Notional Amount) without regard to any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Versionsuch partial early Termination.

Optional Termination. This Agreement may be terminated and the Transactions may be -------------------- transaction contemplated herein abandoned at any time before completion prior to the Closing as follows: (a) by the mutual consent of the Closing: 10.1.1 by mutual agreement of Buyer Company, PQC and SellerFlagship; 10.1.2 (b) by Seller if Buyer breaches the Company, upon a material breach of any representation, warranty, covenant or agreement on the part of its respective representations, covenants PQC or agreements contained Flagship set forth in this Agreement, which breach would give rise to or if any representation or warranty of PQC or Flagship has become materially untrue, in either case such that any of the failure of a condition conditions set forth in Section 7.2.1Article VI would be incapable of being satisfied by December 31, 1997; provided, that in any case, a willful breach will be deemed to cause such conditions to be incapable of being satisfied for purposes of this paragraph (b). Any breach on the part of PQC or Flagship of the representations and such breach warranties contained in Article III or the covenants contained in Article IV, which permits termination of this Agreement shall not have been cured permit the Company, the Stockholders and the Optionholders to immediately terminate any other agreement between PQC or eliminated Flagship and the Company, any of the Stockholders. (or by its nature cannot be cured or eliminatedc) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in PQC and Flagship upon a material breach of any applicable provision representation, warranty, covenant or agreement on the part of this Agreement; 10.1.3 subject to Section 10.2the Company, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants the Stockholders or agreements contained the Optionholders set forth in this Agreement, which breach would give rise to or if any representation or warranty of the failure Company has become materially untrue, in either case such that any of a condition the conditions set forth in Section 7.1.1 Article V would be incapable of being satisfied by December 31, 1997; provided, that in any case, a willful breach will be deemed to cause such conditions to be incapable of being satisfied for purposes of this paragraph (c). Any breach on the part of the Company, the Stockholders or the Optionholders of the representations and such breach warranties contained in Article II or the covenants contained in Article IV, which permits termination of this Agreement shall permit PQC and Flagship to immediately terminate any other agreement between the Company, the Stockholder or the Optionholder and PQC or Flagship; or (d) by either Party if the Closing shall not have been cured or eliminated (or occurred by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this AgreementDecember 31, 1997, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured such other date agreed to by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution VersionParties.

Optional Termination. This Agreement may be terminated prior to the Effective Time (whether before or after the adoption of this Agreement by the Required Company Stockholder Vote): (i) By the mutual written consent of Parent and the Transactions may be abandoned at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and SellerCompany; 10.1.2 by Seller (ii) By either Parent or the Company if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.2.1, and such breach Merger shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller consummated on or before the Extended Closing Date provided that Buyer date which is not then in material breach of any applicable provision nine months after the date of this AgreementAgreement (the "Outside Termination Date"); provided, or (b) upon the occurrence of however, that a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will party shall not be cured by the Extended Closing Date, provided, that Seller shall have no right permitted to terminate this Agreement pursuant to this Section 10.1.4 8.1(b) if the failure to consummate the Merger by such occurrence date is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or event is prior to the result Effective Time; (iii) By either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling that has the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (iv) By either Parent or the Company if this Agreement shall not have been adopted at the Company Stockholders' Meeting (and shall not have been adopted at any adjournment or postponement thereof) by the Required Company Stockholder Vote; (v) By Parent if the Company or any of its Representatives breach any material provision of Section 4.3; (vi) By Parent if (A) any of the Company's representations and warranties contained in this Agreement shall be inaccurate as of the Closing Date such that the condition set forth in Section 6.1 would be incapable of being satisfied on or before the Outside Termination Date, or (B) any of the Company's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would be incapable of being satisfied on or before the Outside Termination Date; provided, however, that if an inaccuracy in any of the Company's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company and the Company is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then Parent may not terminate this Agreement under this Section 8.1(a)(vi) on account of such inaccuracy or breach; and (vii) By the Company if (A) any of Parent's representations and warranties contained in this Agreement shall be inaccurate as of the Closing Date, such that the condition set forth in Section 7.1 would be incapable of being satisfied on or before the Outside Termination Date, or (B) if any of Parent's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would be incapable of being satisfied on or before the Outside Termination Date; provided, however, that if an inaccuracy in any of Parent's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Seller Parent is curable by Parent and Parent is continuing to exercise all reasonable efforts to cure such inaccuracy or Buyer has irrevocably waived its right breach, then the Company may not terminate this Agreement under this Section 8.1(a)(vii) on account of such inaccuracy or breach. Any action by the Company to terminate this Agreement pursuant to this Section 10.1.3 with respect to such Material Adverse Change within fifteen (158.1(a) business days of receiving notice shall require Board approval following the recommendation of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution VersionSpecial Committee.

Optional Termination. This In addition to any other termination rights herein, a Party shall have the right, but not the obligation, to terminate the Agreement without the approval of the other Party and without recourse against the other Party for any damages or other costs and without any further obligation or liability of either Party, as follows: (a) the Seller may be terminated and the Transactions may be abandoned terminate this Agreement at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise prior to the failure of a condition set forth Commercial Operation Date upon thirty (30) days written notice if the Seller determines in Section 7.2.1, and such breach shall not have been cured its sole discretion that (i) key approvals or eliminated (or by its nature permits for the Facility cannot be cured obtained on a timely basis or eliminated) by Buyer on or before September 1, 2007 (that the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured otherwise meet its obligations hereunder or eliminated) by Seller on or before under the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Implementation Agreement, or (bii) upon proceeding with the occurrence development, acquisition and construction of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes Facility will result in a Material Adverse Change that cannot unacceptable risk to the Seller, or will not be cured by (c) elects to proceed with the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate Facility without this Agreement pursuant to Section 10.1.3 with respect 3.01(c) of the Implementation Agreement; provided, however, that the Department shall incur no liability to any other person as the result of any such Material Adverse Change within fifteen termination. (15b) business the Department may terminate this Agreement at any time prior to the Department Commitment Time, upon ten (10) days written notice at any time prior to the delivery of receiving notice of the happening Bond Sale Date and upon immediate notice from and after the delivery of notice of the Bond Sale Date if the Department determines, in its sole discretion, that the cost of such occurrence Facility is or event; or 10.1.5 by Buyer or Sellerwill become unacceptable. For the purposes of this subsection (b), if there shall be any Law of any competent jurisdiction that makes consummation the term “costs of the Transactions illegal Facility” shall include both amounts payable to the Seller hereunder, including but not limited to, Sections 2.01 and 2.06 hereof, and all costs incurred by the Department in connection with the Facility. (c) the Department may terminate this Agreement at any time upon twenty (20) days written notice if (i) Seller has not secured a site for the construction of the Facility by December 31, 2003; provided, Seller uses best efforts during such period to secure the site as soon as reasonably practicable; or otherwise prohibited. Execution Version(ii) if the Seller is required to obtain CEC approval for the Facility, (A) the AFC submitted by Seller for Facility is not deemed data adequate by the CEC by the earlier of (1) date the site is secured plus thirty (30) days and

Optional Termination. This Agreement may be terminated and the Transactions may be -------------------- transaction contemplated herein abandoned at any time before completion prior to the Closing as follows: (a) by the mutual consent of the Closing: 10.1.1 by mutual agreement of Buyer Seller, Flagship and SellerPQC; 10.1.2 (b) by Seller if Buyer breaches the Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of its respective representations, covenants PQC or agreements contained Flagship set forth in this Agreement, which breach would give rise to or if any representation or warranty of PQC and Flagship has become materially untrue, in either case such that any of the failure of a condition conditions set forth in Section 7.2.1Article VII would be incapable of being satisfied by December 20, 1996; provided, that in any case, a willful breach will be deemed to cause such conditions to be incapable of being satisfied for purposes of this paragraph (b). Any breach on the part of PQC or Flagship of the representations and such breach warranties contained in Article III or the covenants contained in Article IV and V, which permits termination of this Agreement shall not have been cured or eliminated permit the Seller to immediately terminate any other agreement between PQC and/or Flagship and the Seller; (or by its nature cannot be cured or eliminatedc) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in PQC upon a material breach of any applicable provision representation, warranty, covenant or agreement on the part of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if the Seller breaches any of its respective representations, warranties, covenants or agreements contained set forth in this Agreement, which breach would give rise to or if any representation or warranty of the failure Seller has become materially untrue, in either case such that any of a condition the conditions set forth in Section 7.1.1 Article VI would be incapable of being satisfied by December 20, 1996; provided, that in any case, a willful breach will be deemed to cause such conditions to be incapable of being satisfied for purposes of this paragraph (c). Any breach on the part of the Seller of the representations and such breach warranties contained in Article II or the covenants contained in Articles IV and V, which permits termination of this Agreement shall permit PQC and/or Flagship to immediately terminate any other agreement between Flagship and/or PQC and the Seller; or (d) by either party if the Closing shall not have been cured occurred by December 20, 1996; or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured such other date agreed to by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution VersionParties.

Optional Termination. This Except as provided in Section 8.3 below, this Agreement may be terminated and the Transactions may be Acquisition abandoned at any time before completion of prior to the Closing: 10.1.1 (a) by mutual agreement consent of Buyer ORA and SellerMonaco; 10.1.2 (b) by Seller Monaco or ORA if: (i) the Closing has not occurred on or before December 15, 2002; (ii) there shall be a final nonappealable order of a federal or state court in effect preventing consummation of the Acquisition; or (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Acquisition by any Governmental Entity that would make consummation of the Acquisition illegal; (c) by Monaco if there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Acquisition by any Governmental Entity, which would: (i) prohibit or materially and adversely restrict Buyer’s or the Company’s ownership or operation of all or a portion of the business of the Company or (ii) compel Buyer breaches any or the Company to dispose of or hold separate all or a portion of the business or assets of the Company or Buyer as a result of the Acquisition; (d) by Monaco if it is not in material breach of its respective representationsobligations under this Agreement and there has been a material breach of any representation, covenants warranty, covenant or agreements agreement contained in this Agreement, which breach would give rise to Agreement on the failure part of a condition set forth in Section 7.2.1, the Company or ORA and such breach shall has not have been cured or eliminated within ten (or 10) business days after written notice to the Company (provided that no cure period shall be required for a breach which by its nature cannot be cured or eliminatedcured); (e) by Buyer Monaco if there shall have occurred any event or condition of any character that has had or is reasonably likely to have a material adverse effect on the business or before September 1, 2007 operations of the Company; (f) by the “Extended Closing Date”), provided that Seller is Company or ORA if they are not then in material breach of their obligations under this Agreement and there has been a material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2representation, by Buyerwarranty, (a) if Seller breaches any of its respective representations, warranties, covenants covenant or agreements agreement contained in this Agreement, which breach would give rise to Agreement on the failure part of a condition set forth in Section 7.1.1 Monaco and such breach shall has not have been cured or eliminated within ten (or 10) business days after written notice to Monaco (provided that, no cure period shall be required for a breach which by its nature cannot be cured cured); (g) pursuant to Sections 5.10, 5.11, or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision 5.12 of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right . Where action is taken to terminate this Agreement pursuant to this Section 10.1.4 if 8.1, it shall be sufficient for such occurrence or event is action to be authorized by the result Board of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen Directors (15as applicable) business days of receiving notice of the happening of party taking such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Versionaction.

Optional Termination. This Agreement may be terminated and the Transactions may be -------------------- transaction contemplated herein abandoned at any time before completion prior to the Closing as follows: (a) by the mutual consent of the Closing: 10.1.1 by mutual agreement of Buyer Company, PQC and SellerFlagship; 10.1.2 (b) by Seller if Buyer breaches the Company, upon a material breach of any representation, warranty, covenant or agreement on the part of its respective representations, covenants PQC or agreements contained Flagship set forth in this Agreement, which breach would give rise to or if any representation or warranty of PQC or Flagship has become materially untrue, in either case such that any of the failure of a condition conditions set forth in Section 7.2.1Article VI would be incapable of being satisfied by December 20, 1996; provided, that in any case, a willful breach will be deemed to cause such conditions to be incapable of being satisfied for purposes of this paragraph (b). Any breach on the part of PQC or Flagship of the representations and such breach warranties contained in Article III or the covenants contained in Article IV, which permits termination of this Agreement shall not have been cured permit the Company and the Stockholders to immediately terminate any other agreement between PQC or eliminated Flagship and the Company or any of the Stockholders; (or by its nature cannot be cured or eliminatedc) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in PQC and Flagship upon a material breach of any applicable provision representation, warranty, covenant or agreement on the part of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants the Company or agreements contained the Stockholders set forth in this Agreement, which breach would give rise to or if any representation or warranty of the failure Company has become materially untrue, in either case such that any of a condition the conditions set forth in Section 7.1.1 Article V would be incapable of being satisfied by December 20, 1996; provided, that in any case, a willful breach will be deemed to cause such conditions to be incapable of being satisfied for purposes of this paragraph (c). Any breach on the part of the Company or the Stockholders of the representations and such breach warranties contained in Article II or the covenants contained in Article IV, which permits termination of this Agreement shall permit PQC and Flagship to immediately terminate any other agreement between the Company or the Stockholder and PQC or Flagship; or (d) by either Party if the Closing shall not have been cured or eliminated (or occurred by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this AgreementDecember 20, 1996, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured such other date agreed to by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution VersionParties.

Optional Termination. This Agreement Party B may be terminated and the Transactions may be abandoned at any time before completion time, in the event of the Closing: 10.1.1 sale prior to the final redemption of the Notes or the early redemption of or the enforcement of any mortgage which has been hedged by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in a Transaction under this Agreement, which breach would give rise not less than three Business Days' notice (an "Optional Termination Notice") of its intention to the failure of a condition set forth terminate, in Section 7.2.1whole or in part, and that Transaction, provided that any such breach termination shall not have been cured adversely affect the rating provided by Moody's or eliminated (or by its nature cannot Fitch in respect of the Notes. Such termination shall be cured or eliminated) by Buyer effective on or before September 1, 2007 the date (the “Extended Closing "Optional Termination Date”") which is the next Party A Interest Payment Date after the date on which such notice is given by Party B (or, if such notice is given less than three Business Days before such next Party A Interest Payment Date, the following Party A Interest Payment Date), such notice to specify the Transaction (the "Relevant Transaction") and the percentage of the Notional Amount thereof to be so terminated (the "Terminated Portion"), provided that Seller is not then the parties hereto may at any time agree that the Optional Termination Date in material breach respect of any a Terminated Portion shall be earlier than the date which would otherwise be applicable provision under this paragraph. In this event, notwithstanding the provisions of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any 5 and Section 6 of its respective representations, warranties, covenants or agreements contained in this the Agreement, which breach would give rise Party A shall determine the "Market Value" (as defined below) with respect to the failure Terminated Portion and the following provisions shall apply: (i) If the Market Value so determined is a negative number, Party B shall pay the absolute value of that amount to Party A on the Optional Termination Date, provided that any such payment shall be made in accordance with the order of priority of payments, as agreed between Party B and Party A pursuant to the Deed of Charge. (ii) If the Market Value so determined is a condition set forth positive number, notwithstanding anything to the contrary in Section 7.1.1 and such breach shall not have been cured the Agreement or eliminated (or by its nature canthis Schedule, Party A will not be cured or eliminatedobliged to pay any amount in respect of the Terminated Portion to Party B on the Optional Termination Date but the following shall occur: (A) by Seller in the event that the Terminated Portion of the Relevant Transaction is less than 100% of the Notional Amount, Party A will be obliged to pay Annuity Payments (as defined below) to Party B on or before each Party A Interest Payment Date specified for the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon original Transaction following the occurrence of a Material Adverse ChangeOptional Termination Date; or 10.1.4 by Seller upon (B) in the happening of an occurrence or event whichthat, individually the Relevant Transaction has terminated in whole, Party A will be obliged to pay Annuity Payments on each Party A Interest Payment Date which would have occurred under the Relevant Transaction had it not been terminated in whole in accordance with this paragraph(s); it being further provided that, despite the Relevant Transaction having been terminated in whole or in part, the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice remaining obligations of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there parties as specified in this sub-paragraph (ii) shall survive and shall be any Law of any competent jurisdiction that makes consummation of deemed to constitute a Transaction from the Transactions illegal or otherwise prohibited. Execution VersionOptional Termination Date (for which this sub-paragraph (ii) constitutes the Confirmation).