Common use of Termination by Either Parent or the Company Clause in Contracts

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4, 2013, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (ai) the Merger shall not have been consummated by March 4, 2013the nine month anniversary of the date of this Agreement (the "Termination Date"), whether such this date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (and/or after the “Termination Date”); provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as date of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders approval of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement Parent Requisite Resolutions and Parent Director Resolutions by shareholders of the Stockholders Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a))Parent; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) shall not be available to any party that has breached Party whose failure to fulfill in any material respect its obligations under this Agreement has caused or resulted in any manner that the Merger to have been consummated, on or before the Termination Date; (ii) a Governmental Entity of competent jurisdiction shall have proximately contributed to the occurrence of the failure of enacted any Law or issued a condition to final non-appealable permanent injunction or order that prohibits the consummation of the Merger; provided that the right to terminate this Agreement pursuant to this clause (ii) shall not be available to any Party who has not used commercially reasonable efforts to prevent this Law from being enacted or this injunction or order from being issued or this injunction or order is due to a material breach by that Party of its obligations under this Agreement; (iii) the Company Requisite Vote shall not have been obtained at a duly held Company Stockholders Meeting, including any adjournments or postponements; or (iv) the Parent Requisite Vote shall not have been obtained at a duly held Parent Shareholders Meeting, including any adjournments or postponements.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (ai) the Merger shall not have been consummated by March 4February 28, 20132002, whether such date is before or after the date of adoption of this Agreement approval by the stockholders shareholders of the Company referred to in Section 7.1(a) (the “"Termination Date”"); provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 8.2 8.2(i) shall not be available to any party whose failure to perform any of its obligations under this Agreement primarily contributes to the failure of the Merger to be consummated by such time; provided, further, that the Termination Date may be extended not more than sixty (60) days by either party by written notice to the other party if the Merger shall not have been consummated as a direct result of the condition set forth in Section 7.1(c) failing to have been satisfied and the extending party reasonably believes that the relevant approvals will be obtained during such extension period; (ii) any order of any Governmental Entity permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall have become final and non-appealable, whether before or after the approval by the shareholders of the Company; provided, that, the party seeking to terminate this Agreement pursuant to this Section 8.2(ii) shall have used commercially reasonable best efforts to prevent the entry of and to remove such order; or (iii) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor, including any adjournments or postponements thereof; provided, that, the right to terminate this Agreement pursuant to Section 8.2(iii) shall not be available to the Company or Parent if it has breached in any material respect its obligations under this Agreement in any manner that shall have proximately materially contributed to the occurrence failure of the failure Merger to be consummated or of a any condition thereof not to be satisfied; provided, further, that any termination by the consummation Company pursuant to Section 8.2(iii) shall be subject to payment to Parent of the MergerCompany Termination Amount pursuant to Section 8.6(c), if applicable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (ai) the Merger shall not have been consummated by March 4prior to April 9, 2013, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) 2000 (the “"Termination Date”"); provided, however, that either party shall have the option, in its sole discretion, to extend the Termination Date may be extended for an additional period of time not to exceed 90 days if all other conditions to consummation of the Merger are satisfied or capable of then being satisfied and the sole reason that the Merger has not been consummated by such date is that either (A) the condition set forth in Section 7.1(c) has not been satisfied due to the failure to obtain the necessary consents and approvals under applicable Competition Laws and Parent or the Company upon written notice are still attempting to obtain such necessary consents and approvals under applicable Competition Laws or are contesting the other party if, as refusal of the Termination Daterelevant Governmental Entities to give such consents or approvals in court or through other applicable proceedings, or (iB) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions condition set forth in Section 7.1(b7.1(d) or Section 7.1(c) and which have has not been satisfied by the Termination Date or satisfied; (ii) all conditions to Closing the Company Stockholders Meeting shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been held and completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) and the adoption of this Agreement by the Company's stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at occurred; (iii) the issuance of the aggregate Merger Consideration is required to be approved by Parent's stockholders pursuant to the rules or listing policies of the NYSE, the Parent Stockholders Meeting or at any adjournment or postponement shall have been held and completed and the approval of the Stockholders Meeting taken in accordance with issuance of the Merger Consideration pursuant to this Agreement referred to in Section 7.1(a) shall not have occurred; or (civ) any Order of a court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement or approval by the stockholders of the Company referred to in Section 7.1(a)or Parent); provided provided, that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to been the occurrence of cause of, or resulted in, the failure of a condition the Merger to be consummated on or before the consummation of the MergerTermination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (a) the Merger shall has not have been consummated by March 4, 2013, whether such date is before or after the first anniversary of the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); providedprovided that if Parent or the Company determines that additional time is necessary to obtain any of the Material Company Regulatory Consents , howeverthe Material Parent Regulatory Consents, that the Required Regulatory Approvals (as defined in the Asset Sale Agreement) or the Required Regulatory Approvals (as defined in the Partnership Interest Purchase Agreement), or if all of the conditions to Parent’s obligations to consummate the Merger shall have been satisfied or shall be then capable of being satisfied (other than the condition set forth in Section 8.1(f)), the Termination Date may be extended by either Parent or the Company upon from time to time by written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case up to a date not beyond 18 months after the later date of (x) June 3this Agreement, 2013 or (y) any of which dates shall thereafter be deemed to be the Extension Termination Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), ; (b) the adoption approval of this Agreement by the Company’s stockholders of the Company referred to in required by Section 7.1(a8.1(a) shall will not have been obtained at the a duly convened Company Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with which a vote upon this Agreement or was taken; (c) the approval of Parent’s stockholders necessary to approve the issuance of Parent Common Stock required to be issued pursuant to the Merger as required by Section 8.1(a) will not have been obtained at a duly convened Parent Stockholders Meeting at which a vote on such issuance was taken; (d) any Order of a court in the United States permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall will have become final and non-appealable appealable; or (whether before e) the Asset Sale Agreement or after the adoption of this Partnership Interests Purchase Agreement by the stockholders of the Company referred to is terminated in Section 7.1(a))accordance with its terms; provided that the right to terminate this Agreement pursuant to this Section 8.2 shall 9.2 will not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall will have proximately contributed to the occurrence failure of the failure of a condition Merger to the consummation of the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (ai) the Merger shall not have been consummated by March 4September 30, 20132005, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided(ii) the Stockholders Meeting shall not have been held, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as vote of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied Company’s stockholders contemplated by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have 6.4 has not been satisfied taken, by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders approval of the Company referred to in Company’s stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof; or (iii) any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable), which must grant a regulatory approval required for consummation of the Stockholders Meeting taken Merger has denied such approval and such denial has become final, whether orally or in accordance with this Agreement writing (provided that nothing here shall be construed to require any of the parties hereto to appeal such denial to a court or (cother tribunal) or any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a)Company); provided that (A) the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Merger to be consummated and (B) the right to terminate this Agreement pursuant to clause (ii) above shall not be available to the consummation Company if the Company has breached in any material respect its obligations under Section 6.4 of this Agreement in any manner that shall have proximately contributed to the Stockholders Meeting not having been held, or the vote of the MergerCompany’s stockholders contemplated by Section 6.4 not having been taken, by the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (ai) the Merger shall not have been consummated by March 4, 2013the Termination Date (as defined below), whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”)Company; provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders approval of the Company referred to in Company's stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement thereof; PROVIDED, HOWEVER, that if an Acquisition Proposal has been made by any Person prior to the time of such vote, the Stockholders Meeting taken in accordance with Company may not terminate this Agreement pursuant to this clause (ii) until a date that is not less than 90 days after the date of such vote, or (ciii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a)or Parent); provided PROVIDED, that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Merger to be consummated. For purposes hereof, the consummation "TERMINATION DATE" shall be July 24, 2001; provided, however, that if the Merger shall have not been consummated by July 24, 2001 solely by reason of the MergerS-4 Registration Statement not having been declared effective under the Securities Act, the Termination Date shall be September 24, 2001; provided further, however, that in the event that the S-4 Registration Statement is permitted to be declared effective under the Securities Act without prior SEC review, the Termination Date shall be April 24, 2001.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 46, 20132007 (the "Termination Date"), whether such date is before or after the date of adoption of this Agreement approval by the shareholders or stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”)or Parent, respectively; provided, however, that, if Parent or the Company determines that additional time is necessary in order to obtain a Required Governmental Consent, the Termination Date may be extended from time to time by either Parent or the Company upon one or more times by written notice to the other party ifup to a date not beyond September 6, as of 2007, which date shall thereafter be deemed to be the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption approval of this Agreement by the Company's shareholders required by Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken, (c) the approval of Parent's stockholders necessary for the issuance of Parent Common Stock required to be issued pursuant to the Company referred to in Merger as required by Section 7.1(a) shall not have been obtained at the Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement of the Stockholders Meeting thereof at which a vote on such issuance was taken in accordance with this Agreement or (cd) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable appealable, except for any Order the existence of which would not result in the failure of the condition set forth in Section 7.1(c) or (d) (whether before or after the adoption of this Agreement approval by the shareholders or stockholders of the Company referred to in Section 7.1(a)or Parent, respectively); provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence failure of the failure of a condition Merger to the consummation of the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transaction may be abandoned at any time prior to the Effective Time by action of the board of directors Board of either Parent or the Company if (a) the First Merger shall not have been consummated by March 4the date that is seven months following the date of this Agreement (or if the second provisio in this Section 7.2(a) shall apply, 2013the Extended End Date) (the latest such date, the “End Date”), whether such date is before or after the date of the adoption and approval of this Agreement and the First Merger by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”)Company’s Stockholders; provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party that, if, as of the Termination End Date, (i) all conditions to Closing set forth in Sections 6.1, 6.2 and 6.3 shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions condition set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b6.1(c), (b) then the adoption Company or Parent may extend the End Date until the date that is 12 months following the date of this Agreement (the “Extended End Date”), by providing written notice to the stockholders of other party or before the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement or (c) any Order permanently restrainingEnd Date; provided, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided further, however, that the right to terminate this Agreement pursuant to this Section 8.2 7.2(a) shall not be available to any party that has breached in whose breach of any material respect its obligations under provision of this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition the First Merger to be consummated by the End Date or the Extended End Date, (b) the Company Stockholder Approval required by Section 6.1(a) shall not have been obtained at the Company Stockholder Meeting (after giving effect to all adjournments or postponements thereof), (c) the Parent Stockholder Approval required by Section 6.1(b) shall not have been obtained at the Parent Stockholder Meeting (after giving effect to all adjournments or postponements thereof) or (d) any Governmental Authority of competent jurisdiction shall have issued an order, decree, injunction or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the MergerTransaction and such order, decree or ruling or other action shall have become final and nonappealable, whether before or after the adoption and approval of this Agreement by the Company’s Stockholders referred to in Section 6.1(a) (provided, that the party seeking to terminate this Agreement pursuant to this Section 7.2(d) shall have used its reasonable best efforts to remove such injunction, restraint or other action in compliance with Section 5.1(a)).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4October 31, 2013, whether such 2002 (which date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided, however, that the Termination Date may be extended by either Parent or the Company upon from time to time by written notice to the other party ifto a date not later than December 31, 2002 if the Merger shall not have been consummated as a result of the Termination Date, (i) all conditions failure to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at satisfy the Closing) other than the conditions condition set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by (the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the "Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b")), (b) the adoption of this Agreement by the stockholders approval of the Company referred to in Company's stockholders required by Section 7.1(a7.1(a)(i) shall not have been obtained at the Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement or thereof, (c) the approval of the holders of Parent Common Stock required by Section 7.1(a)(ii) shall not have been obtained at a meeting duly convened therefor or at any Order adjournment or postponement thereof, or (d) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company referred and Parent), or (e) the Company shall have received written notice from Parent that Pillsbury Winthrop LLP will not be able to deliver the opinion described in Section 7.1(a))7.2(d)(ii) of this Agreement and, after 30 days from the date of such notice, Fenwick & West LLP has not delivered or indicated in writing that it is prepared to deliver such opinion to Parent; provided provided, that the right to terminate this Agreement pursuant to this Section 8.2 clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence been a principal cause of the failure of a condition referred to the consummation of the Mergerin said clause.

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of Parent or the board of directors of either Parent or the Company if (ai) the Merger shall not have been consummated by March 4April 30, 20132000, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”8.1(a); provided, however, that if a request for additional information is received from the Termination Date may United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended by either Parent to the 30th day following the date when the United States Federal Trade Commission or the Company upon written notice to Antitrust Division of the other party ifUnited States Department of Justice has deemed the Parent and/or the Company, as of the Termination Dateapplicable, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other in substantial compliance with such request for additional information, but in any event not later than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or May 31, 2000, (ii) all conditions to Closing the Company Stockholders Meeting shall have been satisfied or waived (other than those that are to be satisfied by action taken at convened, held and completed and the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company approval referred to in Section 7.1(a8.1(a) shall not have been obtained at the Stockholders Meeting thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Stockholders Meeting taken in accordance with this Agreement or Merger and the transactions contemplated hereby as required by Section 7.3(a), (ciii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company approval referred to in Section 7.1(a8.1(a))) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to been the occurrence of proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of a condition this Section 9.2 and, provided, further, that the right to the consummation terminate this Agreement pursuant to clause (iii) of the Mergerthis Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or lifted.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4February 28, 20132011, whether such date is before or after the date of the adoption of this Agreement by the Stockholders of the Company referred to in Section 8.1(a) (such date, as it may be extended pursuant to this Section 9.2, the “Termination Date”); provided, that if on February 28, 2011 any of the conditions to Closing in Article VIII shall not have been fulfilled or waived but remain capable of being satisfied, then either of Parent or the Company may, by written notice to the other delivered on or prior to the Termination Date, extend the Termination Date from February 28, 2011 to April 30, 2011 (which shall then be the “Termination Date”); provided, further, that (A) Parent shall not have the right to terminate this Agreement pursuant to this Section 9.2(a) if the Company has the right to terminate this Agreement pursuant to Section 9.3(b), and (B) the Company shall not have the right to terminate this Agreement pursuant to this Section 9.2(a) if Parent has the right to terminate this Agreement pursuant to Section 9.4(b)); provided, further, that neither Parent nor the Company may terminate this Agreement pursuant to this Section 9.2(a) if the Offer Closing occurs prior to the Termination Date; (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a8.1(a) shall not have been obtained at the such Stockholders Meeting or at any adjournment or postponement of thereof; provided, that, neither Parent nor the Stockholders Meeting taken in accordance with Company may terminate this Agreement pursuant to this Section 9.2(b) if the Offer Closing shall have occurred; or (c) any Order permanently restraining, enjoining enjoining, rendering illegal or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a8.1(a)); provided provided, that the right to terminate this Agreement pursuant to this Section 8.2 9.2 shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation or other breach under this Agreement in any manner has been the primary cause of, or the primary factor that shall have proximately contributed to the occurrence of resulted in, the failure of any Tender Offer Condition or a condition to the consummation of the MergerMerger to have been satisfied on or before the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4May 18, 20132015 (as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); providedprovided that, however(i) if either the Company or Parent determines that additional time is necessary in connection with obtaining a Required Governmental Consent from the FCC or any PUC listed in Section 7.2(c) of the Parent Disclosure Letter and foreign Governmental Entities listed in Section 7.2(c) of the Company Disclosure Letter or in connection with the expiration of the waiting period pursuant to the HSR Act, that the Termination Date may be extended by either Parent or the Company upon from time to time by written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case up to a date not beyond August 17, 2015 and (ii) if the later Termination Date has been extended to August 17, 2015, the Termination Date may be extended further by the mutual written agreement of Parent and the Company from time to time up to a date not beyond November 13, 2015, which date or dates pursuant to clauses (xi) June 3, 2013 or (yii) of this Section 8.2, as extended from time to time, shall thereafter be deemed to be the Extension Termination Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained occurred at the Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of the Stockholders Meeting taken in accordance with this Agreement or was taken, (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (appealable, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); , provided that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence failure of the failure of Merger to be consummated, or (d) the FCC adopts a condition to the consummation hearing designation order in respect of the Mergertransactions contemplated by this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4February 13, 20132011, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (such date, as it may be extended pursuant to this Section 8.2, the “Termination Date”), provided, that if on February 13, 2011 any of the conditions to Closing in Article VII shall not have been fulfilled or waived but remain capable of being satisfied, then either of Parent or the Company may, by written notice to the other delivered on or prior to the Termination Date, extend the termination date from February 13, 2011 to May 13, 2011 (which shall then be the “Termination Date”); provided, howeverfurther, that the Termination Date may be extended by either (A) Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case right to a date not beyond the later of (xterminate this Agreement pursuant to this Section 8.2(a) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended Company has the right to terminate this Agreement pursuant to Section 6.15(b8.3(b), and (B) the Company shall not have the right to terminate this Agreement pursuant to this Section 8.2(a) if Parent has the right to terminate this Agreement pursuant to Section 8.4(b)); (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the such Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement thereof; or (c) any Order permanently restraining, enjoining enjoining, rendering illegal or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided , provided, that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation or other breach under this Agreement in any manner has been the primary cause of, or the primary factor that shall have proximately contributed to the occurrence of resulted in, the failure of a condition to the consummation of the MergerMerger to have been satisfied on or before the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (ai) the Merger shall not have been consummated by March 4December 31, 20132001, whether such date is before or after the date of adoption of this Agreement approval by the stockholders shareholders of Parent or the Company referred to in Section 7.1(a) (the “Termination Date”"TERMINATION DATE"); provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 8.2 8.2(i) shall not be available to any party whose failure to perform any of its obligations under this Agreement primarily contributes to the failure of the Merger to be consummated by such time; provided, further, that the Termination Date may be extended not more than thirty (30) days by either party by written notice to the other party if the Merger shall not have been consummated as a direct result of the condition set forth in Section 7.1(c) failing to have been satisfied and the extending party reasonably believes that the relevant approvals will be obtained during such extension period; (ii) any order of any Governmental Entity permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall have become final and non-appealable, whether before or after the approval by the shareholders of Parent or the Company; provided, that, the party seeking to terminate this Agreement pursuant to this Section 8.2(ii) shall have used commercially reasonable best efforts to prevent the entry of and to remove such order; (iii) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor, including any adjournments or postponements thereof; or (iv) the Parent Vote shall not have been obtained at a meeting duly convened therefor, including any adjournments or postponements thereof; provided, that, the right to terminate this Agreement pursuant to Section 8.2(iii) or 8.2(iv) shall not be available to the Company or Parent if it has breached in any material respect its obligations under this Agreement in any manner that shall have proximately materially contributed to the occurrence failure of the failure Merger to be consummated or of a any condition thereof not to be satisfied; provided, further, that any termination by the Company pursuant to Section 8.2(iii) shall be subject to payment to Parent of the Company Termination Amount pursuant to Section 8.6(c), if applicable, and that any termination by Parent pursuant to Section 8.2(iv) shall be subject to payment to the consummation Company of the MergerParent Termination Amount pursuant to Section 8.7(c), if applicable.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating parties to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4October 31, 20132004, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a) and the Parent (the “Termination Date”"TERMINATION DATE"); provided, howeverPROVIDED, that the Termination Date may right to terminate this Agreement pursuant to this clause (a) shall not be extended by either Parent or the Company upon written notice available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the other party if, as failure of the Merger to be consummated by the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption approval of this Agreement (i) the Merger Proposal or Recapitalization Proposal by the stockholders of the Company referred entitled to in Section 7.1(a) vote thereon shall not have been obtained at the Stockholders Company Special Meeting or at any duly held adjournment or postponement thereof, or (ii) the Issuance by the stockholders of Parent shall not have been obtained at the Parent Special Meeting or any duly held adjournment or postponement thereof, PROVIDED, that the right to terminate pursuant to this clause (b) shall not be available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the failure to obtain such approval of the Stockholders Meeting taken in accordance with this Agreement or stockholders, (c) the approval of the Note Cancellation by the holders of Company Notes shall not have been obtained or (d) any Order order, decree or ruling permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(aor Parent)); provided that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (i) by action of the board Board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4September 30, 20131998, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a) (the “"Termination Date”"); provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at of the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later Board of (x) June 3, 2013 or (y) the Extension DateDirectors of Parent, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) Common Stock Requisite Vote shall not have been obtained at the Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) by action of the Stockholders Meeting taken in accordance Board of Directors of the Company, if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at the time of such meeting no Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its stockholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with this Agreement respect to the Company or any of its Subsidiaries, (iv) by action of the Board of Directors of the Company at any time after 180 days from the date hereof, if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at the time of such meeting any Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its stockholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, or (cv) by action of the Board of Directors of either -50- 57 Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a)or Parent); provided provided, that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Merger to the consummation of the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (i) by action of the board Board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4September 30, 20131998, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a) (the “"Termination Date”"); provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at of the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later Board of Directors of Parent if (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) Common Stock Requisite Vote shall not have been obtained at the Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement thereof or (y) Merger Subsidiary shall have commenced the Tender Offer and the Tender Offer shall not have been consummated by the sixtieth day from the date of commencement of the Stockholders Meeting taken in accordance with this Agreement Tender Offer (including, for purposes of calculating such 60 days, the date of commencement of the Tender Offer as the first day), (iii) by action of the Board of Directors of the Company at any time after 150 days from December 21, 1997, if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (civ) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a)or Parent); provided provided, that the right to terminate this -55- 62 Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Tender Offer or the Merger to the consummation of the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be ------------------------------------------- terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (ai) the Merger shall not have been consummated by March 4prior to December 31, 2013, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) 1999 (the “"Termination Date”"); provided, however, that either party shall have the option ----------------- -------- ------- to extend the Termination Date may be (and all references herein to the Termination Date shall mean such extended date) for an additional period of time not to exceed 90 days if the reason that the Merger has not been consummated by such date is that either (A) the condition set forth in Section 7.2(d) has not been satisfied due to the lack of expiration or termination of the waiting period under the HSR Act (the "Waiting Period") or the failure to obtain the necessary -------------- consents and approvals under applicable Competition Laws and Parent or the Company upon written notice are still attempting to achieve the other party if, as expiration or termination of the Termination DateWaiting Period or to obtain such necessary consents and approvals under applicable Competition Laws or are contesting whether the Waiting Period has expired or been terminated or the refusal of the relevant Governmental Entities to give such consents or approvals in court or through other applicable proceedings, or (iB) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions condition set forth in Section 7.1(b) or Section 7.1(c) and which have has not been satisfied due to any Order that has been enacted, issued, promulgated, enforced or entered by any Governmental Entity pursuant to applicable Competition Laws or due to the Termination Date institution or threatened institution by any Governmental Entity of any proceeding seeking any such Order pursuant to applicable Competition Laws; (ii) all conditions to Closing the Stockholders Meeting shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been held and completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) and the adoption of this Agreement by the Company's stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement occurred; or (ciii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement or approval by the stockholders of the Company referred to in Section 7.1(a)Company); provided provided, that the right to terminate this -------- Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence failure of the failure of a condition Merger to be consummated on or before the consummation of the MergerTermination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 46, 20132007 (the "Termination Date"), whether such date is before or after the date of adoption of this Agreement approval by the shareholders or stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”)or Parent, respectively; provided, however, that, if Parent or the Company determines that additional time is necessary in order to obtain a Required Governmental Consent, the Termination Date may be extended from time to time by either Parent or the Company upon one or more times by written notice to the other party ifup to a date not beyond September 6, as of 2007, which date shall thereafter be deemed to be the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption approval of this Agreement by the Company’s shareholders required by Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken, (c) the approval of Parent’s stockholders necessary for the issuance of Parent Common Stock required to be issued pursuant to the Company referred to in Merger as required by Section 7.1(a) shall not have been obtained at the Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement of the Stockholders Meeting thereof at which a vote on such issuance was taken in accordance with this Agreement or (cd) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable appealable, except for any Order the existence of which would not result in the failure of the condition set forth in Section 7.1(c) or (d) (whether before or after the adoption of this Agreement approval by the shareholders or stockholders of the Company referred to in Section 7.1(a)or Parent, respectively); provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence failure of the failure of a condition Merger to the consummation of the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (i) by action of the board Board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4June 30, 20131999, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a) (the “"Termination Date”"); provided, however, that (ii) by action of the Termination Date may be extended by Board of Directors of either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) Requisite Vote shall not have been obtained at the Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) by action of the Stockholders Meeting taken Board of Directors of either Parent or the Company if the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefore or at any adjournment or postponement thereof, (iv) at any time prior to the Effective Time (provided that the terminating party is not then in accordance with this Agreement material breach of any representation, warranty, covenant or other agreement contained herein), by action of the Board of Directors of either Parent or the Company, as the case may be, in the event of any of (A) a breach by the other party of any representation or warranty contained herein (subject to the standard set forth in Section 7.2(a) or 7.3(a), as the case may be), which breach cannot be or has not been cured within 20 days after the giving of written notice to the breaching party of such breach; (B) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within 20 days after the giving of written notice to the breaching party of such breach; or (cC) a Company Material Adverse Effect exists (in which case Parent may terminate this Agreement) or a Parent Material Adverse Effect exists (in which case the Company may terminate this Agreement), or (v) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a)or Parent); provided provided, that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Merger to the consummation of the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating parties to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4October 31, 20132004, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a) and the Parent (the “"Termination Date”"); , provided, however, that the Termination Date may right to terminate this Agreement pursuant to this clause (a) shall not be extended by either Parent or the Company upon written notice available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the other party if, as failure of the Merger to be consummated by the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption approval of this Agreement (i) the Merger Proposal or Recapitalization Proposal by the stockholders of the Company referred entitled to in Section 7.1(a) vote thereon shall not have been obtained at the Stockholders Company Special Meeting or at any duly held adjournment or postponement thereof, or (ii) the Issuance by the stockholders of Parent shall not have been obtained at the Parent Special Meeting or any duly held adjournment or postponement thereof, provided, that the right to terminate pursuant to this clause (b) shall not be available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the failure to obtain such approval of the Stockholders Meeting taken in accordance with this Agreement or stockholders, (c) the approval of the Note Cancellation by the holders of Company Notes shall not have been obtained or (d) any Order order, decree or ruling permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(aor Parent)); provided that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.. 49

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4the Termination Date, 2013as defined below, whether such date is before or after the date of adoption of this Agreement by the stockholders holders of the Company referred to in Section 7.1(a) (the “Termination Date”); providedStock, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement or (c) any Order order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders holders of the Company referred to in Section 7.1(a)Stock); provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (a) above shall not be available to any party that has breached in any material respect its material obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Merger to be consummated. For purposes of this Agreement, "Termination Date" means February 28, 2002, provided that such date may be extended to April 1, 2002 by written notice from an authorized officer of Parent to the consummation Company, received by the Company on or before February 28, 2002, certifying that: (x) as of February 28, 2002, a regulatory approval set forth in Section 7.01(b) has not yet been obtained or the Parent has not yet consummated or completed an offering in connection with the raising of capital by Parent for the payment of the MergerMerger Consideration set forth in Article III; (y) Parent (A) has written binding commitments for funds or (B) reasonably and in good faith expects to raise funds in a rights offering as to which a registration statement has been filed with the SEC, which (A) and (B) together will be sufficient to fund the amount of capital required for it to consummate the transactions contemplated by this Agreement while remaining "well capitalized" as defined in the applicable bank holding company capital regulations, such binding written commitments to require funding on or before April 1, 2002, such binding written commitments to be provided by entities with adequate liquid resources to fund such commitments in accordance with their terms, with funding under such binding written commitments subject only to (A) the passage of time through no later than April 1, 2002, and/or (B) the conditions to Parent's obligations to consummate the Merger being satisfied or waived on or prior to April 1, 2002; and (z) copies of such written binding commitments are attached to such written notice.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if (ai) the Merger shall not have been consummated by March 4, 2013the eight month anniversary of the date of this Agreement (the "Termination Date"), whether such this date is before or after the date of adoption approval of this Agreement by the stockholders shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a))Company; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) shall not be available to any party that has breached whose failure to fulfill in any material respect its obligations under this Agreement has caused or resulted in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to have been consummated on or before the Termination Date; (ii) a condition to Governmental Entity of competent jurisdiction shall have enacted any Law or issued a final non-appealable permanent injunction or order that prohibits the consummation of the Merger; provided that the right to terminate this Agreement pursuant to this clause (ii) shall not be available to any party who has not used reasonable best efforts to prevent this injunction or order from being issued or this injunction or order is due to a material breach by a party of its obligations under this Agreement; (iii) the Company Requisite Vote shall not have been obtained at a duly held Company Shareholders' Meeting after such Company Shareholders' Meeting has been held, including any adjournments or postponements; or (iv) if Parent Shareholder Approval is required, such Approval shall not have been obtained at a meeting of Parent shareholders, duly held, after such meeting has been held (or has not been obtained by written consent of shareholders).

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other party) and the Merger may be abandoned at any time prior to the Effective Time Closing by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4June 30, 20132006, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided, however, that the Termination Date may right to terminate this Agreement pursuant to this clause (a) shall not be extended by either Parent or available to any party whose breach of any provision of this Agreement results in the Company upon written notice to the other party if, as failure of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are Merger to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed consummated by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), ; (b) the adoption approval of this Agreement the Merger Proposal by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained upon a final vote taken at the Stockholders Special Meeting or at any duly held adjournment or postponement thereof; provided, that the right to terminate pursuant to this clause (b) shall not be available to any party whose breach of any provision of this Agreement results in the failure to obtain such approval of the Stockholders stockholders, and provided further, that the right to terminate pursuant to this clause (b) shall not be available to the Company until two days following the date on which the stockholders of the Company failed to approve the Merger Proposal at the Special Meeting taken (or at any duly held adjournment or postponement thereof) if prior thereto the Company Board shall have withdrawn or modified in accordance with a manner adverse to Parent its approval or recommendation of this Agreement, or (following the public announcement by a third party of an Alternative Proposal) failed to reconfirm its recommendation of this Agreement within three business days after written request by Parent to do so; or (c) any Order order, decree or ruling by any court of competent jurisdiction in the United States or other Governmental Entity in the United States permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(aCompany)); provided that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4October 12, 20132012, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); , provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have materially contributed to the failure of a condition to the consummation of the Merger to have been satisfied on or before the Termination Date, provided, further, that if, on the Termination Date, the condition to the Closing set forth in Section 7.1(c) shall not have been satisfied but all other conditions to the Closing shall have been satisfied or are capable of being satisfied, then either party may extend the Termination Date may be extended by either Parent or the Company upon an additional 60 days by delivering written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), such extension; (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the such Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with thereof; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.2(b) if the failure to obtain the Company Requisite Vote is attributable to a failure on the part of such party to perform any material obligation required to be performed by such party; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided , provided, that the right to terminate this Agreement pursuant to this Section 8.2 8.2(c) shall not be available to any party that has breached in any material respect not used its obligations under this Agreement in any manner that shall have proximately contributed reasonable best efforts to the occurrence of the failure of a condition to the consummation of the Mergercontest, appeal and remove such Order.