Common use of Termination Events Clause in Contracts

Termination Events. Subject to the provisions of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.

Termination Events. Subject Prior to the provisions of Section 6.2Closing, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by By the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written consent of Buyer and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeSeller; (b) By Seller in the event any condition to Seller’s obligations set forth in Section 8 hereof is not satisfied and such condition is not waived by mutual Seller at or prior to the Termination Date; provided that Seller shall have given written consent notice to Buyer of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence failure of any breach thereof on such condition to have been satisfied and Buyer shall not have caused such condition to have been satisfied prior to the part earlier of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after following such notice or the Termination Date; or (c) By Buyer in the event any condition to Buyer’s obligations set forth in Section 7 hereof is not satisfied and such condition is not waived by Buyer at or prior to the Termination Date; provided that Buyer shall have given written notice to Seller of the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for failure of any such breach that by its nature cancondition to have been satisfied and Seller shall not be cured have caused such condition to have been satisfied prior to the earlier of ten (10) days following such notice or as a result of such breachthe Termination Date; or (d) By either Seller or Buyer if for any reason the Closing has not occurred by April 30, 2008 (the Stockholders“Termination Date”). Notwithstanding the foregoing, if either a party to this Agreement that is in material breach of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements default under this Agreement (provided or any other Transaction Document, or that is in breach of this Agreement or any representation, warranty, covenant other Transaction Document in any respect and such breach caused one or agreement more of the JDH Entities Closing conditions of Buyer or Seller contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes satisfied, shall not be entitled to terminate this Agreement except, in the case of determining the existence of any a breach thereof on the part of the JDH Entities) andor default by Buyer, with respect to any breach the consent of Seller, or in the case of a covenant contained hereinbreach or default by Seller, such breach is not cured within ten (10) days after written notice to with the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result consent of such breachBuyer.

Termination Events. Subject to the provisions of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entitiesand JQHA, on the other hand, if: (i) either the Stockholders on one hand, or JQH and JQHA on the other hand, in their sole and absolute discretion, following negotiations under Section 2.1, have not executed and delivered written acceptance of, and acknowledged the intent to be bound at Closing by, the finally negotiated Transaction Agreements by midnight Central Standard Daylight Savings Time, June 2, 2005; (ii) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such the borrower's satisfaction of all applicable terms and conditions thereunder;; or (iiiii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii6.1(a)(iii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time;. (b) by mutual written consent of the parties hereto; (c) by the JDH Entitiesand JQHA, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiesor JQHA; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities or JQHA materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities and JQHA by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by either the Stockholders, on Buyer Parent or the one hand, or by the JDH Entities, on the other hand, if: Seller if (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall has not have occurred (other than through the failure of any Party seeking to terminate this Agreement to comply in all material respects with its obligations under this Agreement) on or before December 31the date that is 75 days after the date of this Agreement, 2005or such later date as the Parties may agree upon (the “Outside Date”); provided, however, that if the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of sole reason that the Closing to occur has not occurred is that the condition set forth on Section 3.5(a) has not been fulfilled on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Timedate that is 75 days after the date of this Agreement, such date shall automatically be extended to the date that is 90 days after the date of this Agreement, which date shall be the “Outside Date” for all purposes of this Article XI, or (ii) any condition set forth in Section 3.5 is incapable of being satisfied prior to the Outside Date; (b) by mutual written consent of the parties hereto; Buyer Parent (c) by but only so long as the JDH Entities, if any of the Stockholders materially breaches any Buyer is not in material breach of its representations, warranties, covenants or other agreements obligations under this Agreement (provided that Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of the Seller or the Seller Stockholders contained herein such that is subject to a materiality one or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part more of the Stockholders) and, with respect conditions to any breach Closing set forth in Section 3.3 and Section 3.5 are not capable of a covenant contained herein, such breach is not cured within ten (10) days after written notice to being fulfilled as of the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orOutside Date; (dc) by the Stockholders, if either Seller Representative (but only so long as the Seller and the Seller Stockholders are not in material breach of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements their respective obligations under this Agreement (provided that Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of the JDH Entities contained herein Buyer such that is subject to a materiality one or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part more of the JDH Entitiesconditions to Closing set forth in Section 3.4 and Section 3.5 are not capable of being fulfilled as of the Outside Date; or (d) and, with respect to any breach by mutual consent of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by Buyer Parent and the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSeller.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given the Transactions may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written consent of the Short-Term Line of Credit Agreement Sellers and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderPurchaser; (iib) by Purchaser, if it determines, using its sole and absolute discretion, that at the Closing it will be unable to obtain all right, title and interest in and to any of the Intellectual Property or the Software necessary for its operation of the Business and the Assets, free and clear of any Encumbrances; (c) by Purchaser, if the Sale Order has not been entered within 40 days after the date hereof; (d) by Purchaser, if the Closing shall not have occurred on or before December 31, 2005; provided, however, that within (i) 45 days after the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause ofdate hereof, or resulted in(ii) 60 days after the date hereof, if the failure of the Closing to occur on by such date shall have been caused by a stay issued by the Bankruptcy Court upon motion of a creditor or before other party in interest (other than Sellers) relating to the Transaction or the bidding process, provided, in the case of clauses (i) and (ii) hereof, that the failure of the Closing to occur by such dateapplicable date shall not have been caused by, or result from, a breach of this Agreement by Purchaser; (e) by Purchaser, in the event of any material breach by Sellers of any of Sellers' agreements, representations or warranties contained herein and the failure of Sellers to cure such breach within five (5) business days after receipt of written notice from Purchaser requesting such breach to be cured; (f) by Sellers, in the event of any material breach by Purchaser of any of Purchaser's agreements, representations or warranties contained herein and the failure of Purchaser to cure such breach within five (5) business days after receipt of notice from Sellers requesting such breach to be cured; or (iiig) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entitiesautomatically, if any of the Stockholders materially breaches any of its representations, warranties, covenants or Bankruptcy Court deems a Person other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of than Purchaser as the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSuccessful Bidder.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on mutual written consent of Parent and the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany; (iib) by Parent, if the Closing Effective Time shall not have occurred on or before December 31by July 1, 20052001 (the "Termination Date"); provided, however, that if on the Termination Date the sole conditions to closing that remain unsatisfied (other than conditions to be satisfied at the Closing) are the conditions specified in Sections 5.3 and 5.8, or either of them, Parent may extend the Termination Date for successive thirty (30) day periods by providing to the Company written notice of such extension not less than one (1) business day prior to the Termination Date or the date upon which a prior extension period expires, as the case may be, provided that the Termination Date may not be extended by the Parent pursuant to this proviso beyond July 2, 2001 (the "Final Termination Date"); provided further, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii7.1(b) will shall not be available to any party whose Parent if the Parent's failure to perform or observe fulfill any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing Effective Time to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoFinal Termination Date; (c) by the JDH EntitiesCompany, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will Effective Time shall not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders have occurred by the JDH EntitiesTermination Date; provided, however, that no cure if on the Termination Date the sole conditions to closing that remain unsatisfied (other than conditions to be satisfied at the Closing) is the condition specified in Sections 6.3, the Company may extend the Termination Date for successive thirty (30) day periods by providing to Parent written notice of such extension not less than one (1) business day prior to the Termination Date or the date upon which a prior day extension period will be permitted for any such breach expires, as the case may be, provided that by its nature canthe Termination Date may not be cured extended by the Company pursuant to this proviso beyond the Final Termination Date; provided further, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to the Company if the Company's failure to fulfill any of its obligations under this Agreement has been the cause of, or as a result resulted in, the failure of such breach; orthe Effective Time to occur on or before the Final Termination Date; (d) by Parent or the StockholdersCompany, if either a Governmental Entity shall have issued an order, decree or injunction or taken any other action (in each case, which the terminating party has used reasonable best efforts to resist, resolve or lift, as applicable) having the effect of making the transactions contemplated hereby illegal or permanently prohibiting the consummation thereof, and such order, decree or injunction shall have become final and nonappealable (but only if such party shall have used all reasonable best efforts to cause such order, decree or injunction to be lifted or vacated) or as a whole is reasonably expected to have a Material Adverse Effect on the business, condition, assets, liabilities, operations or financial performance of Parent or the Surviving Corporation following the consummation of the JDH Entities materially breaches any Merger; (e) by Parent, if the Board of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement Directors of the JDH Entities contained herein Company or any authorized committee of the Board of Directors of the Company, whether or not permitted pursuant to the terms hereof, (v) shall continue to treat as a Superior Proposal any proposal that is subject to conditional upon the completion of a materiality or similar qualification will due diligence review and/or financing which conditions have not be so qualified for purposes of determining the existence of any breach thereof on the part been satisfied within thirty (30) calendar days of the JDH Entities) anddate that the Board of Directors of the Company first determines in good faith that, in the case of the Company, furnishing information to the third party, participating in discussions or negotiations with respect to any breach the Superior Proposal or withdrawing or modifying its recommendation or recommending a Takeover Proposal, as applicable, is required for the Board of a covenant contained hereinDirectors of the Company to comply with its fiduciary duties to the Company and its Shareholders under applicable law, such breach is not cured (w) shall fail to reaffirm its approval or recommendation of this Agreement and the Merger within ten (10) 15 days after written notice a request by Parent, (x) shall withdraw or modify in any manner adverse to Parent its approval or recommendation of this Agreement and the JDH Entities Merger, (y) shall approve or recommend any Takeover Proposal or Acquisition Transaction involving the Company or (z) shall resolve to take any of the actions specified in clause (v) (w), (x) or (y) above; (f) by either Parent or the Company, if the required approval and adoption of this Agreement and the Merger by the StockholdersShareholders of the Company shall not have been obtained at a duly held Shareholders meeting called for the purpose of obtaining such approval, including any adjournments or postponements thereof; and (g) by the Company, in accordance with Section 4.6(b); provided, however, that no cure period will in order for the termination of this Agreement pursuant to this Section (g) to be permitted for any such breach that by its nature cannot be cured or as a result deemed effective, the Company shall have complied with all provisions contained in Sections 4.6(a), (b), (c) and (d), including the notice provisions therein, and with applicable requirements of such breachSection 7.3, including the payment of the Company Termination Fee.

Termination Events. Subject Anything contained in this Agreement to the provisions of Section 6.2contrary notwithstanding, this Agreement may be terminated and abandoned, by written notice given at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, either Sellers or by the JDH Entities, on the other hand, ifBuyer: (i) at if the Bankruptcy Court shall have determined that it will not enter the Approval Order or if a Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any time following execution final and delivery non-appealable applicable Law (including any Order) which is in effect and has the effect of making the Transactions illegal or otherwise restraining or prohibiting consummation of the Short-Term Line of Credit Agreement Transactions and prior to Closing, funding thereunder which is not available to satisfied, resolved or preempted by the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005Approval Order; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii12.1(a)(i) will shall not be available to any party Party whose failure to perform or observe any material breach of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality results in or similar qualification will causes such event; (ii) if the Closing shall not be so qualified for purposes of determining have occurred by 11:59 p.m. New York City time on February 19, 2019 (the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities“Outside Date”); provided, however, that no cure period will be permitted for any such breach that by its nature canthe right to terminate this Agreement pursuant to this Section 12.1(a)(ii) shall not be cured or as a result available to any Party whose material breach of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement contained herein results in the failure of the JDH Entities contained herein that is subject Closing to a materiality be consummated by such time; (iii) if Sellers accept or similar qualification will not be so qualified for purposes of determining agree to any Competing Transaction or upon approval by the existence Bankruptcy Court of, or the filing by or on behalf of any breach thereof on the part of the JDH Entities) and, with respect to any breach Seller of a covenant contained hereinmotion or other request to approve, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholdersa Competing Transaction; provided, however, that no cure period will if Seller, pursuant to Section 8.2(c) and the Bidding Procedures Order, has designated Buyer as a “Back-Up Bidder,” then Buyer shall not be permitted for any such breach that to terminate this Agreement prior to the Outside Date except as consistent with the terms of Section 8.2(c) and the Bidding Procedures Order; or (iv) by its nature cannot be cured or as a result mutual written consent of such breachSellers and Buyer.

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2parties by Law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the Transactions may be abandoned prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by mutual written consent of the Stockholdersparties hereto; (b) by Buyer or Seller, on the one hand, or by the JDH Entities, on written notice to the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred been consummated on or before December 315:00 p.m., 2005Chicago time on the Termination Date, unless extended by written agreement of the Parties hereto; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii11.1(b) will shall not be available to any party Party whose failure to perform or observe comply with any of its obligations under this Agreement or any Transaction Agreement has shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or before by such date; or (iiiii) any Governmental Authority shall have enacted, promulgated, issued, entered or enforced (A) any Law prohibiting the Incapacity of JQH occurs at Transactions or making them illegal, (B) any time prior to injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Effective Time; (b) by mutual written consent of the parties hereto;Transactions, which shall have become final and nonappealable. (c) by the JDH Entities, Buyer: (i) if any of the Stockholders materially breaches any conditions set forth in Sections 7.1 shall have become incapable of its representations, warranties, covenants or other agreements under this Agreement fulfillment; (provided that any representation, warranty, covenant or agreement ii) if all of the Stockholders contained herein that is subject to a materiality or similar qualification will conditions set forth in Article VII shall have been satisfied and the Seller shall not be so qualified for purposes of determining the existence of any breach thereof on the part have made all of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within deliveries required by Sections 9.3 or 9.4 on or before ten (10) days after written notice following the date designated for Closing pursuant to Section 9.1; or (iii) if the Supplemental Information disclosed by Seller pursuant to Section 6.12 demonstrates that a Material Adverse Effect has occurred and is not capable of being cured prior to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orTermination Date. (d) by the Stockholders, Seller: (i) if either any of the JDH Entities materially breaches any conditions set forth in Section 7.2 shall have become incapable of its representations, warranties, covenants or other agreements under this Agreement fulfillment; (provided that any representation, warranty, covenant or agreement ii) if all of the JDH Entities contained herein that is subject to a materiality or similar qualification will conditions set forth in Article VII shall have been satisfied and (i) the Buying Parties shall not be so qualified for purposes of determining the existence of any breach thereof on the part have made all of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within deliveries required by Sections 9.2 or 9.4 on or before ten (10) days after written notice following the date designated for Closing pursuant to Section 9.1; or (iii) within two (2) Business Days (but not thereafter) following the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted date its board of directors authorizes Seller to negotiate and execute a definitive acquisition agreement providing for any such breach that by its nature cannot be cured or as a result of such breachSuperior Proposal.

Termination Events. Subject to the provisions of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness If any of the Merger in the manner hereinafter provided, as followsfollowing events (each an "Termination Event") shall occur and be continuing: (a) any Transaction Party shall fail to make any payment or deposit required to be made by the Stockholders, on the one hand, it hereunder or by the JDH Entities, on the other hand, if: (i) at under any time following execution and delivery of the Short-Term Line of Credit Agreement Transaction Documents when due hereunder or thereunder and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such dateremains unremedied for one Business Day; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant certification or agreement statement made by any Transaction Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto (excluding any representation or warranty made pursuant to Section 4.01(s) of this Agreement or Section 3.1(i) of the Stockholders contained herein that is subject Servicing Agreement) shall prove to a materiality have been incorrect in any material respect when made or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) anddeemed made, with respect to other than any breach of a representation relating to a Receivable that has been repurchased pursuant to Section 2.03 of the North American Originator Purchase Agreement or any similar provision in a European Originator Purchase Agreement; or (c) any Transaction Party shall fail to perform or observe (i) any term, covenant or agreement contained hereinin Section 5.01(a) (as to maintenance of existence only), 5.01(d) or 5.01(n) of this Agreement or (ii) any other term, covenant or agreement contained in this Agreement or any other Transaction Document on its part to be performed or observed and, solely in the case of this clause (ii), such breach is not cured within failure shall remain unremedied for ten (10) days after a Responsible Officer of such Transaction Party has actual knowledge or receives written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachthereof; or (d) by any event or condition occurs that (i) results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) enables or permits (with all applicable grace periods having expired) the Stockholdersholder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, if either or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (d) shall not apply to secured Indebtedness that becomes due as a result of the JDH Entities materially breaches any of its representations, warranties, covenants voluntary sale or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement transfer of the JDH Entities contained herein that property or assets securing such Indebtedness if such sale or transfer is subject to a materiality or similar qualification will not be so qualified permitted hereunder and under the documents providing for purposes such Indebtedness; or (e) any Event of determining the existence of any breach thereof on the part of the JDH Entities) and, Bankruptcy shall occur with respect to any breach Transaction Party; or (f) the Administrative Agent, on behalf of the Conduit Lenders and the Committed Lenders, shall, for any reason, fail or cease to have a covenant contained hereinvalid and perfected first priority security interest in the Collateral or, following the execution of the European Purchaser Security Agreement, a valid and first priority security interest in the "Charged Assets" (as defined in the European Purchaser Security Agreement) perfected under Irish law, or there shall exist any other Adverse Claims on the Collateral or such breach is not cured within ten Charged Assets other than Permitted Adverse Claims; or (10g) days after written notice a Collection Agent Default shall occur; or (h) any Change of Control shall occur; or (i) there shall have occurred since the Closing Date any event or condition which has had or could reasonably be expected to have a material adverse effect on (A) the validity, enforceability or collectibility of the Receivables taken as a whole or (B) the ability of any Transaction Party to perform its obligations under the Transaction Documents; or (j) the Percentage Factor exceeds the Maximum Percentage Factor, as determined by reference to the JDH Entities by most recent Portfolio Report delivered under the StockholdersServicing Agreement, and such circumstance remains unremedied for three consecutive Business Days; provided, however, that no cure period will be permitted or (k) the average Dilution Ratio for any such breach three consecutive Calculation Periods exceeds 3.70%; or (l) the average Default Ratio for any three consecutive Calculation Periods exceeds 1.30%; or (m) the average Delinquency Ratio for any three consecutive Calculation Periods exceeds 4.30%; or (n) any Transaction Party receives notice or becomes aware that by its nature cannot be cured a notice of lien has been filed against any Transaction Party under Section 412(n) of the IRC or as Section 302(f) of ERISA for a result failure to make a required installment or other payment to a plan to which Section 412(n) of such breach.the IRC or Section 302(f) of ERISA applies; or

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the StockholdersCompany set forth in this Agreement such that the conditions set forth in Section 6 would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within five business days after written notice thereof to the Company; provided, on the one handhowever, or by the JDH Entities, on the other hand, if: that no cure period shall be required (i) at for a breach or inaccuracy which by its nature cannot be cured or (ii) if any time following execution and delivery of the Short-Term Line conditions to Closing in Section 6 for the benefit of Credit Agreement and prior to Closing, funding thereunder is not available to Parent are incapable of being satisfied on or before the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderEnd Date; (b) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Section 7 would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within five business days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing shall not have occurred in Section 7 for the benefit of the Company are incapable of being satisfied on or before December 31, 2005the End Date; (c) by Parent if the Required Stockholder Approval has not been obtained by the Company and delivered to Parent no later than 5:30 am Eastern time on the second business day following the date hereof; (d) by either Parent or Company if the Closing has not taken place on or before the date that is 20 days after the date hereof (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this under Section 6.1(a)(ii8.1(d) will shall not be available to any party whose failure to perform breach of any covenant or observe any of its obligations under this Agreement or any Transaction Agreement has agreement hereunder will have been the principal cause of, or will have directly resulted in, the failure of the Closing to occur on or before such date; (e) by either Parent or Company if any permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the Merger shall have become final and nonappealable; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by the mutual written consent of Parent and the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachCompany.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by either the Stockholders, on Buyer or the one hand, or Selling Parties if a material Breach of any provision of this Agreement has been committed by any other Party and such Breach has not been waived; (b) by the JDH EntitiesBuyer if any of the conditions in Section 6.1 has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Outside Date; (c) by the Selling Parties, if any of the conditions in Section 6.2 has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Selling Party to comply with its obligations under this Agreement) and the Selling Parties have not waived such condition on or before the Outside Date; (d) by the Buyer, if the FTC, Antitrust Division or any other handGovernmental Authority requires the submission of additional information or documentary material (second request), if:pursuant to the provisions of the ▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇▇▇ ▇▇ ▇.▇.▇. §▇▇▇(▇)) or any other applicable Antitrust Laws; (e) by the Selling Parties, if (i) the conditions set forth in Sections 6.1 and 6.2 (other than those that require deliveries or are tested at any the time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to which conditions could be satisfied if the borrower thereunder upon Closing had occurred at the time of such borrower's satisfaction of all applicable terms and conditions thereunder; termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article VIII, (ii) the Closing shall not Selling Parties have occurred on or before December 31irrevocably certified in writing that they are ready, 2005; providedwilling and able to consummate the Closing, however, that and (iii) the right Buyer fails to terminate this Agreement pursuant consummate the Contemplated Transactions within two (2) Business Days following receipt of written notice from the Selling Parties as to this Section 6.1(a)(ii) will not be available the satisfaction of such conditions and the Selling Parties’ willingness to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been consummate the cause of, or resulted in, the failure of the Closing to occur on or before such dateClosing; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by mutual written consent of the parties hereto; (c) by Buyer and the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSelling Parties.

Termination Events. (a) Subject to the provisions of Section 6.24(d), this Agreement may be terminated and abandoned, shall automatically terminate (without the requirement of notice to or by written notice given prior to any person) upon the effectiveness occurrence of any of the Merger in the manner hereinafter providedfollowing (each, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if:an “Automatic Termination Event”): (i) at any time following execution and delivery the failure of the Short-Term Line of Credit Agreement and prior Company to Closingconsummate the Exchange Offer by May 30, funding thereunder is not available 2019; provided that, to the borrower thereunder extent the Company has previously submitted the applicable Offering Documents to the CNV on or before April 1, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such borrower's satisfaction of all applicable terms and conditions thereunderdate by no more than 30 calendar days (such date, as so extended if applicable, the “Expiration Date”); (ii) the Closing occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; or (iii) by the mutual written consent of the Company and the Requisite Noteholders. (b) Subject to Section 4(d), the Requisite Noteholders shall have the right, but not the obligation, upon five Business Days’ notice to the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Consenting Noteholder Termination Event”): (i) the Company fails to comply with any of its agreements or covenants under the Interest Deferral Agreement or breaches any representation or warranty of the Company set forth in the Interest Deferral Agreement; (ii) the shareholders of the Company do not approve the Exchange Offer and the issuance of the Preferred Shares in accordance with applicable law and the Company’s estatuto social on or before March 15, 2019; (iii) definitive documentation setting forth Acceptable Other Indebtedness Terms shall not have occurred been agreed to by the Company and each creditor under such Other Indebtedness on or before December 31the consummation of the Recapitalization; (iv) the Company does not launch the Exchange Offer on or before April 29, 20052019; provided that, to the extent the Company has previously submitted the applicable Offering Documents to the CNV on or before April 1, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days; (v) the occurrence of an Event of Default (as defined in the Indenture) pursuant to the terms of the Indenture (as in effect on the date hereof), other than an Event of Default related to the Payment Deferral; (vi) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of the Recapitalization beyond the Expiration Date; (vii) a breach by the Company of any of its agreements or covenants in this Agreement or breaches any representation and warranty of the Company in this Agreement; (viii) the Company publicly announces its intention not to comply with the terms of this Agreement; (ix) the Interest Deferral Agreement is terminated according to its terms; or (x) the occurrence of (i) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its Subsidiaries, taken as a whole; (ii) any material adverse change in the ability of Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (iii) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (iv) any material adverse change in any of the rights and remedies of the Consenting Noteholders under this Agreement. (c) Subject to Section 4(d), the Company shall have the right, but not the obligation, upon five Business Days’ notice to the Consenting Noteholders, to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material breach by one or more Consenting Noteholders of this Agreement; provided, however, that to the right extent that non-breaching Consenting Noteholders party to this Agreement continue to be the beneficial owners of at least 85% of the aggregate principal amount of the Notes, the Company may only terminate this Agreement pursuant with respect to this Section 6.1(a)(iithe breaching Consenting Noteholder(s); (ii) will not be available other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by any party whose failure to perform or observe any of its obligations under this Agreement Authority or any Transaction Agreement has been court of competent jurisdiction of any ruling or order that prevents or delays the cause of, or resulted in, the failure consummation of the Closing to occur on or before such dateRecapitalization beyond the Expiration Date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent failure of the parties hereto; conditions set forth in clause (ci) under the caption “Conditions” in Exhibit A hereto to be satisfied within 45 calendar days after the date the Exchange Offer is launched by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orCompany. (d) by Upon the Stockholders, if either earlier of the JDH Entities materially breaches any occurrence of its representationsthe Termination Date or the consummation of the Exchange Offer, warranties, covenants or other agreements under this Agreement (shall terminate and all obligations of the Parties hereunder shall automatically and immediately terminate, and be of no further force and effect; provided that the provisions of Sections 2(j), 2(k), 2(l) (solely, in the case of Section 2(k) and 2(l), in the event of consummation of the Exchange Offer), 8, 10, 11 and 12, and the obligations of the Parties with respect thereto, shall survive any representation, warranty, covenant or such termination until such provisions are terminated by mutual written agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for Parties. For purposes of determining this Agreement, “Termination Date” means the existence earlier of any breach thereof (i) the date on which an Automatic Termination Event occurs or (ii) on the part of fifth Business Day following the JDH Entities) and, with respect to any breach delivery of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that Requisite Noteholders pursuant to Section 4(b) (Consenting Noteholder Termination Event) or by its nature cannot be cured or as a result of such breachthe Company pursuant to Section 4(c) (Company Termination Event).

Termination Events. Subject to the provisions Without limiting any other provision of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsagreement: (a) either party (non-defaulting party) may terminate this agreement by notice in writing to the other party: (i) if the Sunset Date has passed before the Transaction has been implemented (other than as a result of a breach by the Stockholders, terminating party of its obligations under this agreement); (ii) if each of the following has occurred: (A) the other party (defaulting party) is in breach of a material provision of this agreement (other than for breach of a representation or warranty in clauses 1 or 2 of Schedule 3) at any time prior to 8.00am on the one handSecond Court Date; (B) the non-defaulting party has given notice to the defaulting party setting out the relevant circumstances of the breach and stating an intention to terminate the agreement; and (C) the relevant circumstances have continued to exist five Business Days (or any shorter period ending at 8.00am on the Second Court Date) from the time the notice in clause 8.1(a)(ii)(B) is given; (iii) if the required majorities of Papillon Shareholders do not approve the Scheme at the Scheme Meeting; (iv) if the required majority of B2Gold Shareholders do not approve the B2Gold Resolutions; (v) if a Court or other Regulatory Authority has issued an order, decree or ruling or taken other action that permanently restrains or prohibits the Transaction and that order, decree, ruling or other action has become final and cannot be appealed; or (vi) in accordance with clause 3.8(b); or (b) B2Gold may terminate this agreement by notice in writing to Papillon if at any time prior to 8:00am on the Second Court Date: (i) Papillon breaches any representation or warranty in clause 1 of Schedule 3 and: (A) the breach: (I) cannot be remedied by subsequent action on the part of Papillon before 8.00am on the Second Court Date; and (II) was of a kind that, had it been disclosed to B2Gold prior to its entry into this agreement, could reasonably be expected to have resulted in B2Gold either not entering into this agreement or entering into it on materially different terms; or (B) the breach amounts to, results in, or by discloses anything, that could reasonably be expected to amount to a Papillon Material Adverse Event; (ii) a Papillon Director fails to recommend the JDH Entities, Scheme or the Transaction or makes or withdraws his recommendation that Papillon Shareholders vote in favour of the Scheme or makes a public statement indicating that he or she no longer supports the Scheme; (iii) a Papillon Prescribed Occurrence occurs prior to 8:00am on the other handSecond Court Date; (iv) the Papillon Board recommends a Superior Offer for Papillon; or (v) a Competing Proposal for Papillon is announced, made, or becomes open for acceptance and, pursuant to that Competing Proposal for Papillon, the bidder for Papillon acquires voting power (within the meaning of section 610 of the Corporations Act) of 50% or more of Papillon and that Competing Proposal for Papillon is (or has become) free from any defeating conditions. (c) Papillon may terminate this agreement by notice in writing to B2Gold if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing8.00am on the Second Court Date, funding thereunder is B2Gold breaches any representation or warranty in clause 2 of Schedule 3 and: (A) the breach: 1. cannot available be remedied by subsequent action on the part of B2Gold before 8.00am on the Second Court Date; and 2. was of a kind that, had it been disclosed to Papillon prior to its entry into this agreement, could reasonably be expected to have resulted in Papillon either not entering into this agreement or entering into it on materially different terms; or (B) the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderbreach amounts to, results in, or discloses anything, that could reasonably be expected to amount to a B2Gold Material Adverse Event; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Timedate of the Scheme Meeting, a majority of the Papillon Directors have changed, withdrawn or modified their recommendation in accordance with clause 5.6(a)(ii)(B); (biii) by mutual written consent a B2Gold Director fails to recommend the B2Gold Resolutions or the Transaction or makes or withdraws his recommendation that B2Gold Shareholders vote in favour of the parties heretoB2Gold Resolutions or makes a public statement indicating that he or she no longer supports the B2Gold Resolutions or the Transaction; (civ) by in order to permit the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject Papillon Board to recommend a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSuperior Offer; or (dv) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject a B2Gold Prescribed Occurrence occurs prior to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof 8:00am on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSecond Court Date.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Effective Time (whether before or after adoption of this Agreement by the Merger in the manner hereinafter provided, as follows:Required Company Stockholder Approval): (a) by the Stockholders, on the one hand, or mutual written consent duly authorized by the JDH Entities, on boards of directors of Parent and the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany; (iib) by either Parent or the Closing Company if the Merger shall not have occurred on or before been consummated by December 31, 20052008; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii9.1(b) will shall not be available to any party whose action or failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement act has been the a principal cause of, or resulted in, of the failure of the Closing Merger to occur on or before such date; or (iii) the Incapacity date and such action or failure to act constitutes a breach of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretothis Agreement; (c) by either Parent or the JDH EntitiesCompany if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or execution of the Creditor Plan; and (d) (i) by Parent, if any (A) there shall have been a breach by the Company of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under contained in this Agreement (provided that any representationAgreement, warranty, covenant which breach would result in the failure to satisfy one or agreement more of the Stockholders contained herein that is subject to a materiality conditions set forth in Section 7.1 or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders7.2, and (B) and, with respect to any breach of a covenant contained herein, such breach is shall be incapable of being cured or, if capable of being cured, shall not have been cured within ten five (105) business days after written notice thereof shall have been given to the Stockholders by the JDH Entities; providedCompany, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (dii) by the StockholdersCompany, if either (A) there shall have been a breach by Parent or Merger Sub of the JDH Entities materially breaches any of its their representations, warranties, covenants or other agreements under contained in this Agreement (provided that any representationAgreement, warranty, covenant which breach would result in the failure to satisfy one or agreement more of the JDH Entities contained herein that is subject to a materiality conditions set forth in Section 8.1 or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities8.2, and (y) and, with respect to any breach of a covenant contained herein, such breach is shall be incapable of being cured or, if capable of being cured, shall not have been cured within ten five (105) business days after written notice thereof shall have been given to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachParent.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedby any of Purchaser, the Company or any Selling Shareholder, if the terminating party is not the cause of a failure of a condition for the Closing, by written notice given prior to the effectiveness other party, upon the occurrence of any of the Merger in the manner hereinafter provided, as followsfollowing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Closing Date: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available conditions precedent to the borrower thereunder upon such borrower's obligations of the terminating party set forth in Article VIII of this Agreement shall not have been satisfied; and (ii) satisfaction of all applicable terms such condition shall not have been waived by the terminating party; provided that, the Company and/or Selling Shareholders shall have thirty (30) days following any notice of failure of satisfaction of any such condition to effect a cure of such failure (and conditions thereunderthe Closing shall be postponed to accommodate any such thirty (30) day cure period); (iib) the FCC denies or designates for hearing the application referenced in Section 6.1 of this Agreement and such designation is not reversed upon pleadings of the parties; (c) the Station's normal broadcast transmission is continuously interrupted for a period of not less than five (5) consecutive days and the cause of such interruption is not or cannot be cured on or before sixty (60) days from the date that the Closing would otherwise occur or, if cured, would have after the Closing a Material Adverse effect on the operation of the Station as to materially and adversely alter the normal operation of the Station as presently conducted; (d) the parties shall mutually agree to terminate this Agreement; (e) the Closing shall not have occurred on or before December 31, 2005; provided, however, that (other than through the right failure of any party seeking to terminate this Agreement pursuant to comply fully with its obligations under this Agreement) on or before June 30, 1998, or such later date upon which the parties may agree. Notwithstanding this Section 6.1(a)(ii) will 10.1(e), in the event the FCC Consent has not be available to any party whose failure to perform been granted on or observe any before June 30, 1998, and provided that Purchaser is not in material breach of its obligations under this Agreement or any Transaction Agreement and has been timely filed an appropriate application for the cause of, or resulted inFCC Consent and has diligently used best practices to obtain the grant of said application as expeditiously as practicable, the failure of Closing Date shall be extended to a date not later than September 30, 1998 (or such later date upon which the Closing to occur on or before such dateparties may agree); or (iiif) Purchaser does not have adequate financing fully funded on or before September 30, 1997 in order to pay the Incapacity of JQH occurs at any time prior entire Purchase Price pursuant to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on mutual consent of Parent and the one hand, Company; (b) by either Parent or by the JDH Entities, on the other hand, if: Company if (i) at any time following execution the SEC has notified Parent that it has no further comments to the Proxy Statement on or before February 14, 2007 and delivery of the Short-Term Line of Credit Agreement and Closing has not occurred on or prior to Closing▇▇▇▇▇ ▇▇, funding thereunder is ▇▇▇▇, (▇▇) the SEC has notified Parent that it has no further comments on the Proxy Statement after February 14, 2007 but on or before March 15, 2007 and the Closing has not available occurred on or before April 30, 2007 or (iii) the SEC has notified Parent that it has no further comments on the Proxy Statement after March 15, 2007 and the Closing has not occurred on or before May 31, 2007, unless, in each case (x) the non-terminating party’s failure to close prior to the borrower thereunder upon applicable date resulted from any failure on the part of such borrower's satisfaction terminating party to comply with in all material respects, or perform in all material respects, any covenant or obligation of all applicable terms such terminating party set forth in this Agreement, and conditions thereunder(y) the non-terminating party provided written notice of such failure to the terminating party as soon as practicable after it had knowledge thereof; (c) by either Parent or the Company if: (i) the Parent Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and completed and Parent’s stockholders shall have taken a final vote on the proposal to approve the Merger, and (ii) the Closing Merger shall not have occurred on been approved at the Parent Stockholders’ Meeting (and shall not have been approved at any adjournment or before December 31, 2005postponement thereof) by the Required Parent Merger Stockholder Vote; provided, however, that the right a party shall not be permitted to terminate this Agreement pursuant to this Section 6.1(a)(ii8.1(c) will not be available to any party whose if the failure to perform or observe any have the Merger approved by the Required Parent Merger Stockholder Vote is attributable to a failure on the part of its obligations under the party seeking to terminate this Agreement to perform in any material respects any covenant or any Transaction obligation in this Agreement has been the cause of, required to be performed by such party at or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bd) by mutual the Company, if, prior to the Merger having been approved at the Parent Stockholders’ Meeting (or at any adjournment or postponement thereof) by the Required Parent Merger Stockholder Vote, (i) Parent receives a written consent communication from the banking firm providing the fairness opinion or valuation opinion obtained by Parent in connection with the Contemplated Transactions rescinding, withdrawing or adversely modifying such fairness opinion or valuation opinion, or (ii) Parent’s board of directors withdraws the parties heretoParent Board Recommendation or adversely modifies the Parent Board Recommendation; (ce) by the JDH Entities, if Parent if: (i) any representation or warranty of the Stockholders materially breaches any Company contained in this Agreement shall be inaccurate or shall have been breached as of its representationsthe date of this Agreement, warranties, covenants or other agreements under shall have become inaccurate or shall be breached as of a date subsequent to the date of this Agreement (provided as if made on such subsequent date), such that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will condition set forth in Section 6.1 would not be so qualified satisfied (it being understood that, for purposes of determining the existence accuracy of such representations and warranties as of the date of this Agreement or as of any breach thereof subsequent date: (A) all “Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the part date of this Agreement shall be disregarded, provided that any update to Part 2.9 or Part 2.10 of the StockholdersDisclosure Schedule permitted hereby for the purpose of adding to Part 2.9 or Part 2.10 of the Disclosure Schedule a list of any Material Contracts or licenses for Intellectual Property entered into after the execution of this Agreement of the type described in Section 4.2(b)(ix) andand Section 4.2(b)(x) shall be deemed to update the Disclosure Schedule, with respect to but solely for the purposes of determining whether the representations and warranties of the Company set forth in this Agreement are inaccurate or have been breached as of the Closing Date (as if such representations and warranties had been made on and as of the Closing Date); or (ii) any breach of a covenant the covenants or obligations of the Company contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiesin this Agreement shall have been breached in any material respect; provided, however, that no cure if an inaccuracy in or breach of any representation or warranty of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by the Company is curable by the Company through the use of commercially reasonable efforts during the 30-day period will be permitted for any after Parent notifies the Company in writing of the existence of such inaccuracy or breach that by its nature can(the “Company Cure Period”), then Parent may not be cured or terminate this Agreement under this Section 8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; or; (df) by the Stockholders, if either Company if: (i) any representation or warranty of Parent contained in this Agreement shall be inaccurate or shall have been breached as of the JDH Entities materially breaches any date of its representationsthis Agreement, warranties, covenants or other agreements under shall have become inaccurate or shall be breached as of a date subsequent to the date of this Agreement (provided as if made on such subsequent date), such that the condition set forth in Section 7.1 would not be satisfied; or (ii) if any representationof Parent’s or Merger Sub’s covenants or obligations contained in this Agreement shall have been breached in any material respect, warranty, covenant or agreement including Parent’s and Merger Sub’s obligation to effect the Merger upon the satisfaction of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholdersconditions set forth in Section 6; provided, however, that no cure if an inaccuracy in or breach of any representation or warranty of Parent as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by Parent is curable by Parent through the use of commercially reasonable efforts during the 30-day period will be permitted for any after the Company notifies Parent in writing of the existence of such inaccuracy or breach that by its nature can(the “Parent Cure Period”), then the Company may not be cured or terminate this Agreement under this Section 8.1(f) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; (g) by Parent if: (i) there shall have occurred any Material Adverse Effect; or (ii) any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Material Adverse Effect; provided, however, that if such Material Adverse Effect is curable by the Company through the use of commercially reasonable efforts during the 30-day period after Parent notifies the Company in writing of the existence thereof (the “MAE Cure Period”), then Parent may not terminate this Agreement under this Section 8.1(g) as a result of such Material Adverse Effect prior to the expiration of the MAE Cure Period, provided the Company, during the MAE Cure Period, continues to exercise commercially reasonable efforts to cure such Material Adverse Effect; (h) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (i) by the Company during the 15-day period commencing on the date 21 days after the date on which the Wachovia Financing Commitment is terminated, revoked or amended such that the aggregate amount of financing contemplated by the Wachovia Financing Commitment to be loaned to Parent or the Company at the Closing decreases below $40 million, if on or prior to the date of such termination, Parent shall have failed to obtain one or more replacement Financing Commitments resulting in the aggregate amount of financing contemplated by all outstanding Financing Commitments (other than any Stockholder Loans to be lent to Parent or the Company at Closing) being at least $40 million; provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(i) if the failure of Parent to obtain any replacement Financing Commitment is caused by or otherwise results from, principally or in significant part, any one or more of the following factors: (A) any inaccuracy or breach of any of the representations or warranties set forth in Section 2.4; or (B) any failure of the Company to perform in any material respects any covenant or obligation in this Agreement required to be performed by the Company prior to the Effective Time; (j) by the Company if the preliminary Proxy Statement shall not have been filed with the SEC in a form that substantially complies with Regulation 14A promulgated under the Exchange Act on or before the date that is 20 business days after the date of this Agreement; provided, however, in no event shall the Company have the right or power to terminate this Agreement pursuant to this Section 8.1(j) if the failure of Parent to meet the foregoing deadline is caused by or otherwise results from, principally or in significant part, any one or more of the following factors: (A) any failure of the Company to perform in any material respects any covenant or obligation in this Agreement required to be performed by the Company prior to the Effective Time; (B) any failure of any of the Company’s financial statements included or required to be included in the preliminary Proxy Statement to be prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations or cash flows in any material respect as of the date of such financial statements and for the periods presented therein; or (C) any actions, omissions or delays on the part of the auditors for either Parent or the Company; or (k) by Parent if the Required Company Merger Stockholder Votes are not obtained within three business days after the date of this Agreement.

Termination Events. Subject to the provisions The occurrence of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness any one or more of the Merger in the manner hereinafter provided, as followsfollowing events shall constitute a Termination Event: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Originator shall fail (i) at (A) during a Level One Enhancement Period, to make any time following execution payment or deposit required hereunder when due and delivery of the Short-Term Line of Credit Agreement such failure shall continue for two (2) Business Days, and prior (B) during a Level Two Enhancement Period or a Level Three Enhancement Period, to Closing, funding thereunder is not available to the borrower thereunder upon make any payment or deposit required hereunder when due and such borrower's satisfaction of all applicable terms and conditions thereunder; failure shall continue for one (1) Business Day or (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of its obligations under this Agreement paragraph (a) and Section 5.1(b) through (f) or any other Transaction Agreement has been the cause of, Document to which it is a party and such failure shall continue for five (5) consecutive Business Days or resulted a “Servicer Default” shall occur under (and as such term is defined in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time;either(19) Servicing Agreement. (b) Any representation, warranty, certification or statement made by mutual written consent of the parties hereto; Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (ci) by the JDH Entities, if with respect to any of the Stockholders materially breaches any of its representations, warranties, covenants certifications or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to statements which contain a materiality qualifier, incorrect in any respect when made or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholdersdeemed made and (ii) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants certifications or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to statements which do not contain a materiality qualifier, incorrect in any material respect when made or similar qualification will not be so qualified for purposes deemed made. (i) Failure of determining Originator to pay any Indebtedness when due in excess of $25,000,000 and such failure shall continue after any applicable grace period; or (ii) the existence default by Originator in the performance of any breach thereof on term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the part effect of which is to cause, or to permit the JDH Entities) and, with respect holder or holders of such Indebtedness to any breach of a covenant contained hereincause, such breach Indebtedness to become due prior to its stated maturity, unless the obligor under or holder of such Indebtedness shall have waived in writing such circumstance, or such circumstance has been cured so that such circumstance is not cured within ten no longer continuing; or (10iii) days after written notice any such Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the JDH Entities date of maturity thereof; or (iv) any Indenture Event of Default shall occur. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by the Stockholders; providedor against Originator seeking to adjudicate it bankrupt or insolvent, howeveror seeking liquidation, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.winding up, reorganization,

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2Parties by Law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated hereby may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written consent of Alpha and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderParent; (iib) by either Alpha or Parent by giving written notice to the other Party if the Closing shall not have occurred on by April 30, 2014 (the “Outside Date”), unless extended by written agreement of Alpha and Parent; provided that a Party shall not be permitted to terminate pursuant to this subsection (b) if such Party (including, in the case of Parent, Rice Drilling) is in default or before December 31, 2005breach hereunder; and provided, howeverfurther, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(iisubsection (b) will shall not be available to any party Party (including, in the case of Parent, Rice Drilling) whose failure to perform or observe fulfill any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by either Alpha or Parent, by giving written notice to the JDH Entitiesother Party if such other Party (including, if any in the case of the Stockholders materially breaches any of Parent, Rice Drilling) has breached its representations, warranties, covenants covenants, agreements or other agreements under this Agreement (provided obligations hereunder in a manner that would reasonably be expected to result in a failure of any representation, warranty, covenant or agreement condition to effect the Closing set forth in Article VI of the Stockholders contained herein that is subject Party giving notice pursuant to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholdersthis Section 8.1(c) and, with respect to any except in the case of a breach of a covenant contained hereinRice Drilling’s and Parent’s obligations to effect the Closing and issue the Alpha Shares in accordance with the terms of Article II, such breach is (i) cannot be cured by the Outside Date, or (ii) if capable of being cured by the Outside Date, shall not have been cured within ten thirty (1030) days after following delivery of written notice to the Stockholders notification of such breach by the JDH EntitiesParty seeking termination pursuant to this Section 8.1(c); provided, however, that no cure period will be permitted for in each case, the Party seeking termination pursuant to this Section 8.1(c) is not then in breach of any representation, warranty, agreement or covenant contained in this Agreement such breach that by its nature cana condition set forth in Article VI would not be cured or as a result of such breachsatisfied; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants Alpha or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after Parent by giving written notice to the JDH Entities other Party if any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by the Stockholders; providedthis Agreement, howeverand such order, that no cure period will be permitted for any such breach that by its nature candecree, ruling or other action shall not be cured subject to appeal or as a result shall have become final and unappealable; provided that the right to terminate this Agreement under this subsection (d) shall not be available to any Party (including, in the case of Parent, Rice Drilling) whose breach of this Agreement has resulted in such breachorder, decree, ruling or other Action.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to before or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual consent of the Short-Term Line of Credit Agreement Purchaser and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderConvaTec; (iib) by the Closing shall Purchaser (so long as the Purchaser is not have occurred on then in material breach of any of its representations, warranties or before December 31covenants contained in this Agreement) if there has been a breach of any of the Sellers’ representations, 2005warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.1(a) or Section 6.1(b), and which breach has not been cured within 15 days after written notice of the breach has been delivered to the Sellers from the Purchaser; (c) by ConvaTec (so long as the Sellers are not then in material breach of any of their representations, warranties or covenants contained in this Agreement) if there has been a breach of any of the Purchaser’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured within 15 days after written notice of the breach has been delivered to the Purchaser from ConvaTec; (d) by either the Purchaser or ConvaTec if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii7.1(d) will not be available to any party whose failure to perform or observe fulfill any of its obligations material covenant under this Agreement or any Transaction Agreement has been the cause of, of or resulted in, in the action or event described in this Section 7.1(d) occurring; (e) by the Purchaser if the Closing has not occurred (other than through the failure of the Closing Purchaser to occur comply fully with its obligations under this Agreement) on or before such dateSeptember 30, 2012; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by mutual written consent ConvaTec if the Closing has not occurred (other than through the failure of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements Sellers to comply fully with their obligations under this Agreement (provided that any representationAgreement) on or before September 30, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach2012.

Termination Events. Subject Except as otherwise provided in Section 3.01(b) below, the Forbearance Period shall automatically terminate immediately upon prior written notice (including via email among counsel) from the Agent or the Required Supporting Lenders to the provisions of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Borrower of the Merger in occurrence of any of the manner hereinafter providedfollowing events (each, as follows:a “Termination Event”): (a) by the Stockholdersfailure of any Loan Party to comply with any term, on the one handcondition, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereundercovenant set forth in this Agreement; (iib) other than the Closing Specified Default, there occurs either any Event of Default or Default under the Credit Agreement that is not cured within five (5) Business Days after the Borrower’s receipt of written notice from the Agent or the Required Supporting Lenders; provided that the Forbearance Period shall not have occurred on automatically terminate without notice immediately upon the occurrence of an Event of Default under Section 8.01(g) or before December 31, 20058.01(h) of the Credit Agreement; provided, however, it is agreed that the right entry into this Agreement and any filings or other statements related thereto shall not be the occurrence of an event described in Section 8.01(g)(ii) of the Credit Agreement and therefore shall not terminate the Forbearance Period; (c) the Borrower, in writing (including via email among counsel), notifies any Supporting Lender or its representatives that it is terminating discussions with the Supporting Lenders regarding a Potential Transaction; (d) any representation or warranty made by any Loan Party contained in this Agreement or in any certificate, document or financial or other statement furnished by the Borrower or any other Loan Party at any time under or in connection with this Agreement shall be incorrect in any material respect as of the date hereof, except to terminate the extent such representations and warranties expressly relate to an earlier date, in which case they shall have been untrue or incorrect in any material respect as of such earlier date; provided, that if any such representation or warranty is qualified by or subject to a materiality qualification, such representation or warranty shall fail to be true and correct (after giving effect to any qualification therein) in all respects; (e) the commencement of any action, suit, litigation, investigation or other proceeding against the Agent or any Supporting Lender by any Loan Party or any of its Affiliates asserting claims relating in any way to the Credit Agreement, the other Credit Documents or this Agreement; (f) any transaction or payment by any Loan Party or Restricted Subsidiary that is outside of the ordinary course of business of such Loan Party or Restricted Subsidiary, provided that any transaction or payment made by any Loan Party or Restricted Subsidiary in connection with or as a result of its financial condition, including but not limited to payments of advisor fees, legal fees, work-out, refinancing restructuring-related costs, or similar payments, shall be deemed to have been made in the ordinary course of business of such Loan Party or Restricted Subsidiary; (g) the incurrence by any Loan Party or Restricted Subsidiary of any Lien under clauses (xi) and (xii) of Section 7.16 of the Credit Agreement; (h) the granting of any security interest by any Loan Party or any Restricted Subsidiary other than pursuant to any Credit Document (including, without limitation, any security interest in any Equity Interests in Gotham Advanced Media and Entertainment, LLC (“GAME”)); (i) the incurrence by any Loan Party or Restricted Subsidiary of any Indebtedness for funded debt or any Indebtedness under clauses (vii) (in excess of $2,500,000.00), (x) (in excess of $2,000,000.00), (xii), (xiii) and (xv) of Section 7.14 of the Credit Agreement; provided that the Loan Parties and the Restricted Subsidiaries shall be permitted to incur obligations in respect of corporate overhead or other amounts allocated from Sphere Entertainment or Sphere Entertainment Group to any Loan Party or Restricted Subsidiary so long as such obligations are (i) not paid in cash, (ii) unsecured and (iii) do not exceed $550,000.00 in the aggregate during the Forbearance Period; (j) the making of any Investment by any Loan Party or Restricted Subsidiary other than (i) any Investment in any Loan Party or (ii) any Permitted Investment (other than any Permitted Investment under clause (e) or (k) of the definition thereof); (k) the making of any Permitted Parent Payment by any Loan Party or Restricted Subsidiary, except payment in respect of indemnities incurred by the Parent, officers, and/or directors in connection with managing the business or affairs of the Parent, the Loan Parties or any Subsidiary, provided that such payments are pursuant to agreements or arrangements in effect at the Parent prior to the Effective Date; (l) the making of any, direct or indirect, Restricted Payment by any Loan Party or Restricted Subsidiary (other than payments to Loan Parties) (including with respect to reimbursement of legal or other professional fees and expenses, but excluding any customary director fees and expenses (including payments in respect of indemnification obligations) and employee and officer compensation (including, but not limited to, bonuses) in the ordinary course of business, provided, that the payments of such customary director fees and expenses and employee and officer compensation shall not exceed $200,000.00 in the aggregate during the Forbearance Period, provided, further, such aggregate cap shall not apply to payments in respect of indemnities incurred by the Parent, officers, and/or directors in connection with managing the business or affairs of the Parent, the Loan Parties, or any Subsidiary); (m) the making of any other payment or transfer of value, assets or property by any Loan Party to the Parent or any of its Affiliates (other than the Loan Parties), except pursuant to (i) agreements or arrangements in effect prior to the Effective Date, or (ii) any future agreements or arrangements that are on a basis no less favorable to the Loan Party or such Restricted Subsidiary than those that could be obtained at the time for a comparable transaction in an arm’s-length dealing with an unrelated third party (or for purposes of agreements or arrangements with GAME, on a basis no less favorable to the Loan Party or such Restricted Subsidiary than those obtained for a substantially comparable transaction between GAME and YES Network); (i) any amendment, waiver, supplement or other modification to any employment agreement or employee compensation plan by any Loan Party other than in the ordinary course of business, (ii) the entry by any Loan Party into any new employment agreement or employee compensation plan other than in the ordinary course of business; (iii) the payment of any amount contemplated by any employment agreement or employee compensation plan before the date on which such amount becomes due and payable pursuant to the terms of such agreements or plans, as applicable; or (iv) the payment of any bonus, incentive, retention, severance, change of control, or termination payment, except for payments when due in accordance with the terms of any employment agreement or employee compensation plan that any Loan Party has entered into prior to the Effective Date, as applicable, provided that in no event during the Forbearance Period shall any change of control or similar payments be paid as a result of this Agreement or any contemplated restructuring of the Obligations; (o) the effecting of any transaction under Section 7.22 or Section 7.23 of the Credit Agreement by any Loan Party or Restricted Subsidiary; (p) the incurrence of any Guarantee in excess of $2,000,000.00 by any Loan Party or Restricted Subsidiary under clause (v) of Section 7.15 of the Credit Agreement; (q) the effecting of any transaction with any Affiliate by any Loan Party or Restricted Subsidiary, except as permitted under Section 7.20 of the Credit Agreement (other than clauses (d) and (h) thereof); (r) the making of any Disposition by any Loan Party or any Restricted Subsidiary under clause (iv) of Section 7.24 of the Credit Agreement; (s) the formation, establishment, or acquisition of any Subsidiary by any Loan Party or by any Restricted Subsidiary; (t) the taking of any action by any Loan Party or Restricted Subsidiary that results in a Guarantor becoming an Excluded Subsidiary; (u) the failure by the Borrower to provide written notice to ▇▇▇▇▇ ▇▇▇▇ within three (3) Business Days of receipt of any written notice of any proceeding commenced, or, to the actual knowledge of the Borrower (with such actual knowledge to be the actual knowledge of the Chief Executive Officer, the Executive Vice President of Business Affairs and Distribution, the Borrower’s in-house legal counsel, or the Borrower’s outside advisors at PJT Partners LP and/or ▇▇▇▇, ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP so long as such notice is received by persons at such firms who are advising the Borrower in connection with this Agreement), threatened against any Loan Parties; (v) subject to applicable confidentiality restrictions, the failure of the Loan Parties to promptly provide any information regarding the Loan Parties and their subsidiaries reasonably requested from time to time by ▇▇▇▇▇ ▇▇▇▇ or FTI, provided that the Loan Parties shall have two (2) Business Days to cure such failure from the date that the Agent or Supporting Lenders provide written notice of termination of this Agreement pursuant to this Section 6.1(a)(ii3.01(v); and (i) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if Borrowers to pay any of the Stockholders materially breaches any reasonable and documented fees and expenses of its representations, warranties, covenants Advisors within five (5) Business Days after the receipt of an invoice therefor or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement ii) the termination by the Borrower of the Stockholders contained herein that is subject to engagement letter between the Borrower and FTI, unless there shall have been a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part by FTI of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachterms thereof.

Termination Events. Subject to the provisions of Section 6.29.2 herein, this Agreement may be terminated and abandonedmay, by written notice given at or prior to the effectiveness of the Merger Closing in the manner hereinafter provided, as followsbe terminated and abandoned: (a) By Seller or Buyer, if a material default or breach shall be made by the Stockholders, on other with respect to the one handdue and timely performance of any of its respective covenants and agreements contained herein, or by with respect to the JDH Entitiesdue compliance with any of its respective representations and warranties contained in Article III or IV, on as applicable, and after Buyer or Seller, as the case may be, shall have given to the other hand, if: written notice of such material default or breach and the defaulting or breaching party shall not have substantially cured the default or breach prior to the earlier of (iI) at any a reasonable time following execution notice of such default or breach (which shall not be more than 30 days following such notice) and delivery (II) the date set forth in clause (c) of the Short-Term Line of Credit Agreement this Section 9.1 and prior to Closing, funding thereunder is such default or breach has not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderbeen waived; (iib) By mutual written consent of Seller and Buyer; (c) By Seller or Buyer, if the Closing shall not have occurred on or before December 31June 30, 20051998 or such later date as may be agreed upon by the parties; providedPROVIDED, howeverHOWEVER, that the right to terminate this Agreement pursuant to under this paragraph (c) of this Section 6.1(a)(ii) will 9.1 shall not be available to any party either of the respective parties whose failure to perform or observe fulfill any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iiid) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent By Buyer if either condition precedent specified in Section 6.1.5 or 6.1.6 has not been satisfied as of the parties hereto; (c) by date which is 45 days following the JDH Entitiesdate hereof; PROVIDED, HOWEVER, that if any of the Stockholders materially breaches any Seller shall not have received written notice from Buyer of its representations, warranties, covenants or other agreements under intention to terminate this Agreement (provided that any representationpursuant to this Section 9.1(d) within 1 day following such 45 day period, warranty, covenant or agreement of the Stockholders contained herein that is subject then Buyer shall have no further right to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under terminate this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachpursuant this Section 9.1(d).

Termination Events. Subject At any time prior to the provisions of Section 6.2Closing, this Agreement may be terminated and abandoned, the Transactions may be abandoned by written notice given prior to authorized action taken by the effectiveness of the Merger in the manner hereinafter provided, as followsterminating party: (a) by the Stockholders, on the one hand, or mutual written consent by the JDH Entities, on the other hand, if: (i) at any time following execution Seller and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderPurchaser; (iib) by either Seller or the Purchaser, if the Closing shall not have occurred on or before December 3129, 20052016 or such other date that Seller and the Purchaser may agree upon in writing (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to under this clause (b) of Section 6.1(a)(ii) will 8.1 shall not be available to any party whose failure to perform breach (or observe any whose Affiliate’s breach) of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, in the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoTermination Date; (c) by either Seller or the JDH EntitiesPurchaser, if any permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the Stockholders materially breaches Transactions shall have become final and nonappealable or any U.S. federal or state law has been enacted that would make the consummation of its representationsthe Transactions to occur on the Closing Date illegal; (d) by Purchaser, warranties, covenants or other agreements under this Agreement (provided that if the Seller shall have breached any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, and such breach is shall not have been cured within ten (10) 30 days after receipt by the Seller from Purchaser of written notice to the Stockholders by the JDH Entities; of such breach (provided, however, that no such cure period will shall be permitted for available or applicable to any such breach that which by its nature cannot be cured) and if not cured within the timeframe above and at or as a prior to the Closing, such breach would result in the failure of such breachany of the conditions set forth in Section 6.1 or Section 6.2 to be satisfied; or (de) by the StockholdersSeller, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that Purchaser shall have breached any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, and such breach is shall not have been cured within ten (10) 30 days after receipt by Purchaser from the Seller of written notice to the JDH Entities by the Stockholders; of such breach (provided, however, that no such cure period will shall be permitted for available or applicable to any such breach that which by its nature cannot be cured) and if not cured within the timeframe above and at or as a prior to the Closing, such breach would result in the failure of such breachany of the conditions set forth in Section 6.1 or Section 6.3 to be satisfied.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on mutual written consent of Parent and the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany; (iib) by Parent if the Closing Effective Time shall not have occurred on or before December by March 31, 20052000 (the "Termination Date"); provided, however, that if on the Termination Date the sole conditions to closing that remain unsatisfied (other than conditions to be satisfied at the Closing) are the conditions specified in Sections 5.3 and 5.9, or either of them, Parent may extend the Termination Date for successive thirty (30) day periods by providing to the Company written notice of such extension not less than one (1) business day prior to the Termination Date or the date upon which a thirty (30) day extension period expires, as the case may be, provided that the Termination Date may not be extended by the Parent pursuant to this proviso beyond June 30, 2000 (the "Final Termination Date"); provided further, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii7.1(b) will shall not be available to any party whose Parent if the Parent's failure to perform or observe fulfill any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing Effective Time to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoFinal Termination Date; (c) by the JDH Entities, Company if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will Effective Time shall not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders have occurred by the JDH EntitiesTermination Date; provided, however, that no cure if on the Termination Date the sole conditions to closing that remain unsatisfied (other than conditions to be satisfied at the Closing) are the conditions specified in Sections 6.3 and 6.7, or either of them, the Company may extend the Termination Date for successive thirty (30) day periods by providing to Parent written notice of such extension not less than one (1) business day prior to the Termination Date or the date upon which a thirty (30) day extension period will be permitted for any such breach expires, as the case may be, provided that by its nature canthe Termination Date may not be cured extended by the Company pursuant to this proviso beyond the Final Termination Date; provided further, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to the Company if the Company's failure to fulfill any of its obligations under this Agreement has been the cause of, or as a result resulted in, the failure of such breach; orthe Effective Time to occur on or before the Final Termination Date; (d) by Parent or the StockholdersCompany, if either a Governmental Entity shall have issued an order, decree or injunction or taken any other action (in each case, which the terminating party has used reasonable best efforts to resist, resolve or lift, as applicable) having the effect of making the transactions contemplated hereby illegal or permanently prohibiting the consummation thereof, and such order, decree or injunction shall have become final and nonappealable (but only if such party shall have used all reasonable best efforts to cause such order, decree or injunction to be lifted or vacated); (e) by Parent, if the Board of Directors of the JDH Entities materially breaches Company or any authorized committee of the Board of Directors of the Company, whether or not permitted pursuant to the terms hereof, (w) shall fail to reaffirm its approval or recommendation of this Agreement and the Merger within 15 days after a request by Parent, (x) shall withdraw or modify in any manner adverse to Parent its approval or recommendation of this Agreement and the Merger, (y) shall approve or recommend any Takeover Proposal or Acquisition Transaction involving the Company or (z) shall resolve to take any of its representationsthe actions specified in clause(w), warranties(x) or(y) above; (f) by either Parent or the Company, covenants or other agreements under if the required approval and adoption of this Agreement (provided that any representation, warranty, covenant or agreement and the Merger by the stockholders of the JDH Entities contained herein that is subject to Company shall not have been obtained at a materiality duly held stockholders meeting called for the purpose of obtaining such approval, including any adjournments or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entitiespostponements thereof; and (g) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the StockholdersCompany, in accordance with Section 4.6(b); provided, however, that no cure period will in order for the termination of this Agreement pursuant to this Section(g) to be permitted for any such breach that by its nature cannot be cured or as a result deemed effective, the Company shall have complied with all provisions contained in Sections 4.6(a), (b) and (c), including the notice provisions therein, and with applicable requirements of such breachSection 7.3, including the payment of the Company Termination Fee.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated terminated, and the transactions contemplated hereby may be abandoned, by written notice given at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing Date: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent agreement of the parties hereto; (cb) by Idealab, upon written notification to the JDH Entities, Company if any there has been a material breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant covenant, agreement or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof obligation on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, Company and such breach is not curable or, if curable, has not been cured within ten business days following receipt by the Company of notice of such breach from Idealab; (10c) days after by Idealab, upon written notice notification to the Stockholders by Company if any of the JDH Entities; providedconditions set forth in Section 6.1(a) above is or becomes impossible to fulfill, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or other than as a result result, directly or indirectly, of any breach by Idealab of any of its covenants, agreements or obligations under this Agreement with respect to the transactions contemplated hereby, and Idealab has not waived such breach; orcondition; (d) by the StockholdersCompany, upon written notification to Idealab if either there has been a material breach of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant covenant, agreement or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof obligation on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, Idealab and such breach is not curable or, if curable, has not been cured within ten business days following receipt by Idealab of notice of such breach from the Company; (10e) days after by the Company, upon written notice notification to Idealab if any of the conditions set forth in Section 6.2(a) above is or becomes impossible to fulfill, other than as a result, directly or indirectly, of any breach by the Company of any of its covenants, agreements or obligations under this Agreement with respect to the JDH Entities transactions contemplated hereby, and the Company has not waived such condition; or (f) by either the Company or Idealab, upon written notification to the other if the Closing has not occurred, other than as a result, directly or indirectly, of any breach by the Stockholders; providedparty seeking to terminate this Agreement of any of its covenants, howeveragreements or obligations under this Agreement with respect to the transactions contemplated hereby, that no cure period will be permitted for any on or before April 30, 2005, or such breach that by its nature cannot be cured or later date as a result of such breachthe parties hereto may mutually agree in writing.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to the effectiveness of the Merger in the manner hereinafter providednotice, be terminated as follows: (a) prior to the Closing, by mutual written consent of the StockholdersParties; (b) prior to the Closing, on by Seller or Purchaser, for any reason or no reason, in their sole discretion; (c) by either Party prior to the one handClosing Date if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Contemplated Transactions that have not yet taken place; provided that the right to terminate this Agreement under this Section 7.1(c) will not be available to any Party whose failure to fulfill any material obligation under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(c) occurring; (d) prior to the Closing Date, by the JDH Entities, on the other hand, if: Purchaser (i) at pursuant to Section 6.1(h) or (ii) if Seller shall have materially breached or failed to perform any time of its representations, warranties, covenants or agreements set forth in this Agreement, which breach of or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.1(a) or Section 6.1(b) and (B) is incapable of being cured on or prior to the End Date or, if capable of being cured by the End Date, Seller shall not have commenced good-faith efforts to cure the breach or failure to perform within 30 calendar days following execution and delivery (or the breach or failure to perform is not cured by the earlier of the Short-Term Line End Date or a further 30 calendar days following) receipt by Seller of Credit written notice from Purchaser of the breach or failure to perform; provided that the right to terminate this Agreement and prior under this Section 7.1(d) will not be available if Purchaser’s failure to Closing, funding thereunder is not available to fulfill any material obligation under this Agreement has been the borrower thereunder upon such borrower's satisfaction cause of all applicable terms and conditions thereunderor resulted in the action or event described in this Section 7.1(d) occurring; (e) prior to the Closing Date, by Seller if Purchaser shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach of or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) is incapable of being cured on or prior to the End Date or, if capable of being cured by the End Date, Purchaser shall not have commenced good-faith efforts to cure the breach or failure to perform within 30 calendar days following (or the breach or failure to perform is not cured within 60 calendar days following) receipt by Purchaser of written notice from Seller of the breach or failure to perform; provided that the right to terminate this Agreement under this Section 7.1(e) will not be available if Seller’s failure to fulfill any material obligation under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(e) occurring; and (f) prior to the Closing Date, by written notice of either Party to the other Party, if the Closing shall not have occurred on or before December 31, 20052018 (the “End Date”); provided, however, provided that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii7.1(f) will not be available to any party Party whose material breach of this Agreement or failure to perform or observe fulfill any of its obligations material obligation under this Agreement or any Transaction Agreement has been the a cause of, of or resulted in, in the failure of the Closing to occur on or before by such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.

Termination Events. Subject to the provisions of Section 6.29.2, this Agreement may be terminated and abandonedmay, by written notice given prior to before or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual consent of Buyer and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeSellers; (b) by mutual Buyer if any Seller has committed a material breach of any provision of this Agreement and such breach shall not have been cured within ten (10) calendar days following receipt by the breaching Seller of written consent notice of the parties heretosuch breach, provided that Buyer is not in material breach of any of its representations, warranties or obligations hereunder, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured; (c) by the JDH Entities, Sellers’ Representative if Buyer has committed a material breach of any provision of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, and such breach is shall not have been cured within ten (10) calendar days after following receipt by Buyer of written notice to the Stockholders by the JDH Entities; providedof such breach, howeverprovided that no Seller is in material breach of any of its representations, warranties or obligations hereunder, and provided further, that no cure period will shall be permitted required for any such a breach that which by its nature cannot be cured or as a result of such breach; orcured; (d) by Buyer if the Stockholders, if either satisfaction of any condition in Article 7 is or becomes impossible (other than through the JDH Entities materially breaches any failure of Buyer to comply with its representations, warranties, covenants or other agreements obligations under this Agreement Agreement) and Buyer has not waived such condition; (provided that any representation, warranty, covenant or agreement of e) by the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining Sellers’ Representative if the existence satisfaction of any breach thereof condition in Article 8 is or becomes impossible (other than through the failure of any Seller to comply with its obligations under this Agreement) and Sellers have not waived such condition; and (f) by either Buyer or the Sellers’ Representative if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before March 3, 2006, or such later date as Buyer and the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSellers’ Representative may agree upon.

Termination Events. Subject (a) This Agreement may be terminated at any time prior to Closing upon prior written notice by the party electing to terminate this Agreement to the other party: (i) by mutual agreement of HCA and Purchaser (expressed in writing); (ii) by either HCA or Purchaser if any permanent injunction, Court Order or other order, decree or ruling of any court or other Governmental Authority of competent jurisdiction permanently restraining, enjoining or otherwise preventing the consummation of the transactions contemplated hereby shall have been issued and become final and non-appealable; (iii) subject to the provisions of Section 6.2, this Agreement may be terminated and abandoned10.1(b), by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, either HCA or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) Purchaser if the Closing shall not have occurred on or before December by July 31, 20052001; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii10.1(c) will shall not be available to any party whose breach of its representations and warranties in this Agreement or whose failure to perform or observe any of its obligations covenants and agreements under this Agreement or any Transaction Agreement has shall have been the a contributing cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iiiprovided, that the right to terminate this Agreement pursuant to this Section 10.1(a)(iii) shall not be available to any party whose failure to fulfill any material obligation under this Agreement or whose failure to use all good faith efforts to promptly cause the Incapacity satisfaction of JQH occurs at any time prior the conditions under Sections 7 and 8 has been the cause of, or resulted in, the failure of the Closing to the Effective Timeoccur by such date; (biv) by mutual written consent HCA upon a breach in any material respect of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the StockholdersPurchaser set forth in this Agreement, or if any representation or warranty of the Purchaser shall have been breached or shall have become untrue, in any such case that the conditions set forth in Sections 8.1 and 8.2 would be incapable of being satisfied by July 31, 2001 (or any later date as such date may be otherwise extended by mutual agreement of the parties); or (v) andby Purchaser upon a breach in any material respect of any covenant or agreement on the part of any Seller set forth in this Agreement, or if any representation or warranty of any Seller shall have been breached or shall have become untrue in any such case such that the conditions set forth in Sections 7.1 and 7.2 would be incapable of being satisfied by July 31, 2001 (or any later date as such date may be otherwise extended by mutual agreement of the parties). (b) Notwithstanding the provisions of Section 10.1(a)(iii) hereof, HCA and Purchaser each agrees that if all of the conditions to such party's obligation to close the transaction contemplated hereby have been satisfied or waived as of July 31, 2001 other than the receipt of the Governmental Approvals listed in Schedules 5.1 and 6.2 or the expiration of the waiting period with respect to any breach such Governmental Approval, neither HCA nor Purchaser shall terminate this Agreement without first providing the other party with ten days' written notice of its intention to terminate. During such ten-day period, HCA and Purchaser each shall cause its counsel to confer with the other party's counsel in an attempt to agree on the likelihood of a covenant contained herein, timely and successful resolution of all such breach is not cured within ten (10) days after written notice issues relating to the Stockholders by applicable Governmental Approval or waiting period. Following such ten-day period, neither HCA nor Purchaser shall terminate this Agreement unless such Party reasonably believes, based upon the JDH Entities; providedlikely time period necessary to resolve the applicable Governmental Approval issues, howeverthe likelihood of successfully resolving such Governmental Approvals without conditions, obligations or agreements which adversely effect the party, and other relevant factors, that no cure period will be permitted for any such breach that by its not terminating this Agreement could cause effects which are material and adverse to it in comparison to the size and nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachtransactions contemplated hereby.

Termination Events. Subject By notice given at any time prior to the provisions of Closing, subject to Section 6.29.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the StockholdersBuyer, on the one hand, or by the JDH Entities, on the other hand, if: (i) at if a material Breach of any time following execution and delivery provision of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause ofcommitted by Seller, or resulted inunless such Breach shall be due to a Breach by Buyer, that would give rise to the failure of any of the Closing to occur on or before conditions specified in Article 7 and such date; or (iii) the Incapacity Breach has not been cured by Seller within 20 days of JQH occurs at any time prior to the Effective TimeSeller’s receipt of written notice of such Breach from Buyer; (b) by mutual written consent Seller, if a material Breach of any provision of this Agreement has been committed by Buyer, unless such Breach shall be due to a Breach by Seller, that would give rise to the failure of any of the parties heretoconditions specified in Article 8 and such Breach has not been cured by Buyer within 20 days of Buyer’s receipt of written notice of such Breach from Seller; (c) by the JDH EntitiesBuyer, if any of the Stockholders materially breaches conditions set forth in Article 7 shall not have been, or if it becomes apparent that any of its representationssuch conditions will not be, warrantiesfulfilled by June 30, 2019, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants or other agreements under this Agreement (provided that any representation, warranty, covenant hereof to be performed or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, complied with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice by it prior to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orClosing; (d) by the StockholdersSeller, if either any of the JDH Entities materially breaches conditions set forth in Article 8 shall not have been, or if it becomes apparent that any of its representationssuch conditions will not be, warrantiesfulfilled by June 30, 2019, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants or other agreements under this Agreement (provided that any representation, warranty, covenant hereof to be performed or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, complied with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice by it prior to the JDH Entities Closing; or (e) by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result mutual consent of such breachBuyer and Seller.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Closing (whether before or after the adoption of this Agreement by the Merger in the manner hereinafter provided, as follows:Company’s stockholders): (a) by the Stockholdersmutual written consent of Parent and the Company; (b) by Parent if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on February 12, 2010 (the “End Date”) (other than as a result of any failure on the one hand, part of Parent to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement); (c) by the JDH Entities, Company if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on the End Date (other hand, than as a result of any failure on the part of the Company or any of the stockholders of the Company to comply with or perform any covenant or obligation set forth in this Agreement or in the Support Agreement); (d) by Parent or the Company if: : (i) at a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any time following execution and delivery other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Body that would make consummation of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderMerger illegal; (e) by Parent if: (i) any of the representations and warranties of the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that, if such inaccuracy occurred or was continuing as of the Closing Date, the condition set forth in Section 6.1 would not be satisfied; or (ii) any of the covenants of the Company contained in this Agreement shall have been breached such that, if such breach occurred or was continuing as of the Closing shall Date, the condition set forth in Section 6.2 would not have occurred on or before December 31, 2005be satisfied; provided, however, that if an inaccuracy in any of the right representations and warranties of the Company or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within 60 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this Section 8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 6.1(a)(ii8.1(e) will not be available with respect to any party whose failure such inaccuracy or breach if such inaccuracy or breach is cured prior to perform or observe the expiration of the Company Cure Period); Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange act of 1934, as amended. (f) by the Company if: (i) any of its obligations under Parent’s representations and warranties contained in this Agreement or any Transaction Agreement has been shall be inaccurate as of the cause ofdate of this Agreement, or resulted inshall have become inaccurate as of a date subsequent to the date of this Agreement, the failure such that, if such inaccuracy occurred or was continuing as of the Closing to occur on Date, the condition set forth in Section 7.1 would not be satisfied; or before such date; or (iiiii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, Parent’s covenants or other agreements under contained in this Agreement (provided that any representationshall have been breached such that, warranty, covenant if such breach occurred or agreement was continuing as of the Stockholders contained herein that is subject to a materiality or similar qualification will Closing Date, the condition set forth in Section 7.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiessatisfied; provided, however, that no cure period will be permitted for if an inaccuracy in any of Parent’s representations and warranties or a breach of a covenant by Parent is curable by Parent through the use of reasonable efforts within 60 days after the Company notifies Parent in writing of the existence of such inaccuracy or breach that by its nature can(the “Parent Cure Period”), then the Company may not be cured or terminate this Agreement under this Section 8.1(f) as a result of such breachinaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Parent Cure Period); or (dg) by the Stockholders, Parent if either any of the JDH Entities materially breaches any of its representations, warranties, covenants Required Merger Stockholder Votes or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach Required Amendment Stockholder Votes is not cured obtained within ten (10) days one day after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result date of such breachthis Agreement.

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2Parties by Law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated hereby may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written consent of Seller and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderBuyer; (iib) by either Seller or Buyer by giving written notice to the other Party if the Closing shall not have occurred on or before December 31by September 14, 20052022 (as may be extended in accordance with the express provisions of this Agreement, the “Outside Date”), unless extended by written agreement of the Parties; provided, however, that if all of the conditions to Closing other than the conditions set forth in Section 7.1(a) or Section 7.1(b) are satisfied or are capable of being satisfied at such time, the Outside Date shall automatically be extended to December 16, 2023; provided, further, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii9.1(b) will shall not be available to any party Party whose failure to perform or observe fulfill any of its obligations under this Agreement or any Transaction Agreement has been the primary cause of, or resulted in, of the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoOutside Date; (c) by either Seller or Buyer by giving written notice to the JDH Entities, other Party if any of the Stockholders materially breaches any of such other Party has breached its representations, warranties, covenants covenants, agreements or other agreements under this Agreement obligations hereunder, or if any representation or warranty of such other Party has become inaccurate, in each case in a manner that (provided that taking all such breaches or inaccuracies into account) would reasonably be expected to cause any representationcondition of such Party giving notice set forth in Sections 7.2(a) or 7.2(b) or Sections 7.3(a) or 7.3(b) as applicable, warranty, covenant or agreement of the Stockholders contained herein that is subject not to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) satisfied and, with respect to any breach if of a covenant contained hereincharacter capable of being cured, such breach is has not been cured within ten the earlier of (10x) three (3) Business Days prior to the Outside Date and (y) thirty (30) days after written notice to the Stockholders notification thereof by the JDH EntitiesParty seeking termination hereunder (a “Terminable Breach”); provided, however, provided that no cure period will be permitted for any such breach that by its nature canthe right to terminate this Agreement under this Section 9.1(c) shall not be cured or as available to a result of Party if such breach; orParty is in Terminable Breach at such time. (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants Seller or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after Buyer by giving written notice to the JDH Entities other Party if any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall not be subject to appeal or shall have become final and non-appealable; or (e) by Seller if (i) all the Stockholders; provided, however, that no cure period will conditions set forth in Section 7.1 and Section 7.3 have been satisfied (and continue to be permitted for satisfied) or irrevocably waived (other than any such breach conditions which by their terms are not capable of being satisfied until the Closing Date), (ii) Seller delivers to Buyer written notice on or after the date that Closing is required to occur pursuant to this Agreement and Seller is ready, willing and able to proceed with the Closing and (iii) Buyer does not consummate the Closing within three (3) Business Days of when the Closing is required to occur pursuant to Section 2.3; or (f) by its nature cannot be cured or as a result of such breachBuyer pursuant to Section 6.14(c).

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to the effectiveness of the Merger in the manner hereinafter providednotice, as followsbe terminated: (a) by the StockholdersAltisource U.S. or Altisource S.à ▇.▇., on the one hand, or by the JDH Entities, on the other hand, if: (i) at if a material breach of any time following execution and delivery provision of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at committed by any time Seller prior to the Effective Timelast to occur of the Homeward Closing and the Beltline Closing, and such breach has not been waived by the Altisource U.S. and Altisource S.à ▇.▇.; (b) by mutual written consent the Seller Representative, if a material breach of any provision of this Agreement has been committed by Altisource U.S. or Altisource S.à ▇.▇. prior to the last to occur of the parties heretoHomeward Closing and the Beltline Closing, and such breach has not been waived by the Seller Representative; (c) by the JDH EntitiesAltisource U.S. and Altisource S.à ▇.▇., if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject pursuant to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orSection 5.8; (d) by mutual consent of Altisource U.S., Altisource S.à ▇.▇. and the Stockholders, if either Seller Representative prior to the last to occur of the JDH Entities materially breaches any Homeward Closing and the Beltline Closing; (e) by Altisource U.S. and Altisource S.à ▇.▇. if each of the Homeward Closing and the Beltline Closing has not occurred (other than through the failure of Altisource U.S. and Altisource S.à ▇.▇. to comply fully with its representations, warranties, covenants or other agreements obligations under this Agreement Agreement) on or before January 1, 2014, or such later date as the Parties may agree upon; or (provided that any representation, warranty, covenant or agreement f) by the Seller Representative if each of the JDH Entities contained herein that is subject to a materiality or similar qualification will Homeward Closing and the Beltline Closing has not be so qualified for purposes of determining occurred (other than through the existence failure of any breach thereof Seller to comply fully with its respective obligations under this Agreement) on or before January 1, 2014, or such later date as the part Parties may agree upon; provided that, to the extent one of the JDH Entities) andClosings has occurred, any termination pursuant to this Section 8.1 shall only be effective with respect to any breach the obligations of a covenant contained herein, such breach is not cured within ten (10) days after written notice the Parties to consummate the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachother Closing.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by Buyer if any representation or warranty of Sellers contained in Section 4 was materially incorrect when made or such that the Stockholders, on the one handcondition set forth in Section 8.1(a) would not be satisfied, or by the JDH Entities, on the other hand, if: : (i) at any time following execution and delivery of the Short-Term Line of Credit Sellers' covenants contained in this Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; shall have been materially breached; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is has not been cured within ten (10) 15 days after written notice thereof is delivered by Buyer to the Stockholders by the JDH EntitiesSellers; provided, however, that no cure period will be permitted for any shall apply if such breach that by its nature canis not be cured or capable of cure; and (iii) as a result of such breach; or, the condition set forth in Section 8.1(a) would not be satisfied; (db) by Sellers if any representation or warranty of Buyer contained in Section 5 was materially incorrect when made or such that the Stockholderscondition set forth in Section 8.2(a) would not be satisfied, if either of the JDH Entities materially breaches or if: (i) any of its representations, warranties, Buyer's covenants or other agreements under contained in this Agreement shall have been materially breached; (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entitiesii) and, with respect to any breach of a covenant contained herein, such breach is has not been cured within ten (10) 15 days after written notice thereof is delivered by Sellers to the JDH Entities by the StockholdersBuyer; provided, however, that no cure period will be permitted for any shall apply if such breach that by its nature canis not be cured or capable of cure; and (iii) as a result of such breach, the condition set forth in Section 8.2(a) would not be satisfied; (c) by Buyer if the Closing has not taken place on or before October 31, 2000 (other than as a result of any failure on the part of Buyer to comply with or perform any covenant or obligation of Buyer set forth in this Agreement or in any other agreement or instrument delivered to Sellers); (d) by Sellers if the Closing has not taken place on or before October 31, 2000 (other than as a result of the failure on the part of Sellers to comply with or perform any covenant or obligation set forth in this Agreement or in any other agreement or instrument delivered to Buyer); or (e) by the mutual written consent of Buyer and Sellers.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on mutual written consent of the one hand, Purchaser and the Seller; (b) by either the Purchaser or by the JDH Entities, on the other hand, Seller if: : (i) at a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any time following execution and delivery other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to any of the Short-Term Line Transactions by any Governmental Body that would make consummation of Credit Agreement and prior to Closing, funding thereunder is not available to any of the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderTransactions illegal; (c) by the Purchaser if: (i) any of the representations and warranties of the Seller contained in this Agreement shall be materially inaccurate as of the date of this Agreement, or shall have become materially inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 5.1(a) would not be satisfied; or (ii) any of the Closing covenants of the Seller contained in this Agreement shall have been materially breached such that the condition set forth in Section 5.1(a) would not have occurred on or before December 31, 2005be satisfied; provided, however, that if an inaccuracy in any of the right representations and warranties of the Seller as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller through the use of reasonable efforts within 30 days after the Purchaser notifies the Seller in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then the Purchaser may not terminate this Agreement under this Section 6.1(d) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period, provided the Seller, during the Seller Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Purchaser may not terminate this Agreement pursuant to this Section 6.1(a)(ii6.1(d) will not be available with respect to any party whose failure to perform such inaccuracy or observe any of its obligations under this Agreement breach if such inaccuracy or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time breach is cured prior to the Effective Time; (b) by mutual written consent expiration of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSeller Cure Period); or (d) by the Stockholders, if either Seller if: (i) any of the JDH Entities Purchaser’s representations and warranties contained in this Agreement shall be materially breaches inaccurate as of the date of this Agreement, or shall have become materially inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 5.2(a) would not be satisfied; or (ii) if any of its representations, warranties, the Purchaser’s covenants or other agreements under contained in this Agreement (provided shall have been materially breached such that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will condition set forth in Section 5.2(a) would not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholderssatisfied; provided, however, that no cure period will be permitted for if an inaccuracy in any of the Purchaser’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Purchaser is curable by the Purchaser through the use of reasonable efforts within 30 days after the Seller notifies the Purchaser in writing of the existence of such inaccuracy or breach that by its nature can(the “Purchaser Cure Period”), then the Seller may not be cured or terminate this Agreement under this Section 6.1(e) as a result of such breachinaccuracy or breach prior to the expiration of the Purchaser Cure Period, provided the Purchaser, during the Purchaser Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Seller may not terminate this Agreement pursuant to this Section 6.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Purchaser Cure Period).

Termination Events. Subject to the provisions of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by This Agreement shall automatically terminate (without the Stockholders, on the one hand, requirement of notice to or by any person) upon the JDH Entitiesoccurrence of any of the following (each, on the other hand, if:an “Automatic Termination Event”): (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderExpiration Date; (ii) the Closing consummation of the Exchange Offer; (iii) the RSA is terminated according to its terms; (iv) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; or (v) by the mutual written consent of the Company and the Requisite Noteholders. (b) The Requisite Noteholders, or, in the case of clauses (i), (iii) and (viii) below, the Deferring Noteholders that are holders of at least 40% of the aggregate principal amount of the Notes held by the Deferring Noteholders, shall have the right, but not have occurred the obligation, upon five Business Days’ notice to the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Deferring Noteholder Termination Event”): (i) the board of directors of the Company does not unconditionally approve this Agreement on or before December January 31, 20052019; (ii) DTC has not received from DTC participants effective instructions to suppress the Deferred Interest Payment with respect to at least 95% of the aggregate principal amount of the Notes on or before February 13, 2019; (iii) the shareholders of the Company do not approve the Exchange Offer in accordance with applicable law and the Company’s estatuto social on or before March 15, 2019; (iv) a breach by Company of any of its agreements, covenants, representations or warranties in this Agreement; (v) the occurrence of an Event of Default pursuant to the terms of the Indenture, other than an Event of Default related to the Payment Deferral; (vi) the RSA is not entered into by the Company as of the date of this Agreement; (vii) the breach by the Company of the RSA; (viii) the Company does not launch the Exchange Offer on or before April 29, 2019; provided that, to the extent the Company has previously submitted the applicable Offering Documents (as such term is defined in the RSA) to the Argentine Comisión Nacional de Valores (the “CNV”) on or before April 1, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Deferring Noteholders) extend, one time only, such date by no more than 30 calendar days; (ix) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of the Exchange Offer beyond the Expiration Date; (x) the Company publicly announces its intention not to comply with the terms of this Agreement; (xi) one or more judgments or orders for the payment of money exceeding in the aggregate US$1.0 million (or its equivalent in other currencies) is rendered against the Company by a judicial Authority and any such judgments or decrees are not satisfied, vacated, discharged or stayed or bonded pending appeal within 30 days after the entry thereof; (xii) any administrative or judicial Authority imposes or executes an embargo or similar proceedings against the Company’s assets for an amount in excess of US$1.0 million (or its equivalent in other currencies) and it is not vacated or stayed during the following 30 days; (xiii) the Company or any of its Subsidiaries fails to pay any Indebtedness or breaches any of its obligations under any agreement pursuant to which any of the Company’s or any Subsidiary of the Company’s outstanding Indebtedness was incurred for an amount in excess of US$1.0 million (or its equivalent in other currencies) and such failure to pay or breach results in the acceleration of such Indebtedness; or (xiv) the occurrence of (A) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its Subsidiaries, taken as a whole; (B) any material adverse change in the ability of Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (C) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (D) any material adverse change in any of the rights and remedies of the Deferring Noteholders under this Agreement or the Indenture. (c) The Company shall have the right, but not the obligation, upon five Business Days’ notice to the Requisite Noteholders, to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material breach by one or more Deferring Noteholders of this Agreement; provided, however, that to the right extent that non-breaching Deferring Noteholders party to this Agreement continue to be the beneficial owners of at least 85% of the aggregate principal amount of the Notes, the Company may only terminate this Agreement pursuant with respect to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such datebreaching Deferring Noteholder(s); or (iiiii) the Incapacity issuance by any Authority or any court of JQH occurs at competent jurisdiction of any time prior to ruling or order that prevents or delays the Effective Time; (b) by mutual written consent consummation of the parties hereto; (c) by Recapitalization beyond the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orExpiration Date. (d) Upon the occurrence of the Termination Date, (i) other than Sections 2(k), 10, 11(e), 11(f), 11(g) and 11(l), this Agreement shall terminate and all obligations of the Parties hereunder shall automatically and immediately terminate, and be of no further force and effect and (ii) the Deferred Interest Payment, together with any other amounts related to the Payment Deferral due and payable pursuant the terms of the Indenture, shall immediately become due and payable. For purposes of this Agreement, “Termination Date” means the earlier of (i) the date on which an Automatic Termination Event occurs or (ii) on the fifth Business Day following the delivery of a notice by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants Requisite Noteholders pursuant to Section 4(b) (Deferring Noteholder Termination Event) or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachCompany pursuant to Section 4(c) (Company Termination Event).

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) at any time, by mutual written agreement of the StockholdersSecurityholders’ Representative and Parent; or (b) by Parent, on at any time prior to the one handClosing, or by the JDH Entities, on the other hand, if: if (i) the Company or the Securityholders’ Representative is in breach, in any material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.2 incapable of being satisfied; or (c) by the Securityholders’ Representative, at any time following execution and delivery prior to the Closing, if (i) Parent or Merger Sub is in breach, in any material respect, of the Short-Term Line of Credit Agreement and prior to Closingrepresentations, funding thereunder warranties or covenants made by it in this Agreement, (ii) such breach is not available cured within ten (10) days of written notice of such breach from the Securityholders’ Representative (to the borrower thereunder upon extent such borrower's satisfaction breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.1 incapable of all applicable terms and conditions thereunderbeing satisfied; (iid) by written notice by either the Securityholders’ Representative or Parent to the other, at any time after February 15, 2021 if the Closing shall not have occurred on or before December 31, 2005prior to such date; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii9.1(d) will shall not be available to any such party whose failure to perform if the action or observe inaction of such party (or in the case of the Securityholders’ Representative, the Company) or any of its obligations under this Agreement or any Transaction Agreement Affiliates has been the a principal cause of, of or resulted in, in the failure of the Closing to occur on or before such datedate and such action or failure to act constitutes a breach of this Agreement; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (be) by mutual written consent either Parent or the Securityholders’ Representative if any Governmental Authority having competent jurisdiction has issued a final, non-appealable Order or taken any other action the effect of which is to permanently restrain, enjoin or otherwise prohibit the Contemplated Transactions; provided that the right to terminate this Agreement under this Section 9.1(e) shall not be available to such party if the action or inaction of such party (or in the case of the parties hereto; (cSecurityholders’ Representative, the Company) by the JDH Entities, if any of the Stockholders materially breaches or any of its representations, warranties, covenants Affiliates has been a principal cause of or other agreements under this Agreement (provided that any representation, warranty, covenant resulted in such Order or agreement of the Stockholders contained herein that is subject to action and such action or inaction constitutes a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement.

Termination Events. Subject to the provisions of Section 6.29.2, this Agreement may be terminated and abandoned, the transactions contemplated by written notice given this Agreement may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter providedClosing (unless otherwise specified), as follows: (a) by the Stockholdersmutual written consent of HTC and Buyer; or (b) by either HTC or Buyer, on the one hand, or by the JDH Entities, on upon written notice to the other handparty, if: (i) at there will be in effect any time following execution Law or Order or any Governmental Authority shall have enacted, promulgated or issued any statute, rule, regulation, ruling, writ or injunction, or taken any other action, restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and delivery all appeals and means of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderappeal therefrom have been exhausted; (ii) the Closing shall not have occurred on or before December 31September 1, 20052011 or such later date as the parties may agree upon (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii9.1(b)(ii) will shall not be available to any party whose breach of any representation or warranty or failure to perform or observe comply with any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) (A) in the Incapacity event of JQH occurs at any time prior a material breach of this Agreement by the non-terminating party if such non-terminating party fails to cure such breach within 30 days following notification thereof by the terminating party; or (B) upon notification to the Effective Time; (b) by mutual written consent of the parties hereto; (c) non-terminating party by the JDH Entities, if terminating party that the satisfaction of any of conditions to the Stockholders materially breaches any of its representations, warranties, covenants or other agreements terminating party’s obligations under this Agreement (provided has become impossible and that the failure of such condition to be satisfied is not caused by a breach of this Agreement by the terminating party. For purposes of this Section 9.1( b)(iii), a breach by Seller or the Acquired Company of any representation, warranty, covenant or agreement of the Stockholders contained set forth herein that is subject shall be deemed to be a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement by HTC. Notwithstanding the foregoing and except as provided in Section 9.1(c), the parties agree that a change to the list of client accounts referenced in Section 3.6 shall not give rise to a right by Buyer to terminate this Agreement or delay the Closing. (c) by Buyer if the Assets under management [as of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes close of determining the existence of any breach thereof business on the part Closing Assets Measurement Date] computed in accordance with Section 8.2(e) of this Agreement shall have dropped below 60% of the JDH Entities) andAssets under management as of the Assets Under Management Measure Date, also as computed in accordance with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSection 8.2(e).

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to before or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual consent of the Short-Term Line of Credit Agreement Purchaser and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeCompany; (b) by mutual written consent the Purchaser if there has been a breach of any of the parties heretoCompany’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.1(b), and which breach has not been cured or cannot be cured within 30 days after the notice of the breach from the Purchaser; (c) by the JDH Entities, Company if there has been a breach of any of the Stockholders materially breaches any of its Purchaser’s or the Merger Sub’s representations, warrantieswarranties or covenants contained in this Agreement, covenants which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured or cannot be cured within 30 days after the notice of breach from the Company; (d) by either the Purchaser or the Company if any Governmental Authority of competent jurisdiction has issued a nonappealable final Judgment or taken any other agreements nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (e) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser or the Merger Sub to comply fully with its obligations under this Agreement (provided that any representationAgreement) on or before May 24, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities2010; provided, however, that no cure such period will be permitted for any such breach that extended to June 24, 2010 to the extent necessary to satisfy the conditions set forth in Section 6.1(c) (except in circumstances contemplated by its nature cannot be cured or as a result of such breach; or subsection (d) hereof); (f) by the Stockholders, Company if either the Closing has not occurred (other than through the failure of the JDH Entities materially breaches any of Company to comply fully with its representations, warranties, covenants or other agreements obligations under this Agreement (provided that any representationAgreement) on or before May 24, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders2010; provided, however, that no cure such period will be permitted for any such breach extended to June 24, 2010 to the extent necessary to satisfy the conditions set forth in Section 6.2(c) (except in circumstances contemplated by subsection (d) hereof); or (g) by the Purchaser upon receipt of an Update Notification from the Company, so long as that by its nature cannot be cured the conditions set forth in Section 6.2 have been satisfied or as a result of such breachotherwise waived.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and the ------------------ transactions contemplated hereby may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) at any time, by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written agreement of Buyer and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeSeller; (b) by mutual either Buyer or Seller, upon written consent notice to the other, at any time, if the other is in breach or default of the parties heretoits respective covenants, agreements, or other obligations herein or in any Transaction Document, or if any of its representations herein or in any Transaction Document are not true and accurate in all material respects when made or when otherwise required by this Agreement or any Transaction Document to be true and accurate in all material respects, and such breach, default or failure is not cured within 30 days of receipt of notice that such breach, default or failure exists or has occurred; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants either Buyer or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after Seller upon written notice to the Stockholders other, if Closing shall not have occurred by the JDH Entities; provided, however, that no cure period will be permitted Outside Closing Date for any reason other than a breach or default by such breach that party of its respective covenants, agreements, or other obligations hereunder, or any of its representations herein not being true and accurate in all material respects when made or when otherwise required by its nature cannot this Agreement to be cured or as a result of such breach; ortrue and accurate in all material respects; (d) by the Stockholderseither Buyer or Seller, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after upon written notice to the JDH Entities other, if the Closing has not occurred by July 31, 1998; (e) by Buyer upon written notice to Seller, if the Stockholders; Asset Exchange Agreement is terminated for any reason and if Cable One, Inc. has not been required by TWEAN to assign this Agreement to TWEAN or its designee in accordance with Section 11.6, provided, however, that no cure period will be permitted for any such breach that by its nature cantermination shall not be cured or affect TWEAN's obligations under the Performance Agreement to consummate the transactions contemplated hereby; or (f) as a result of such breachotherwise provided herein.

Termination Events. Subject to the provisions of Section 6.2, this ​ This Agreement may be terminated and the transactions contemplated hereby may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows:: ​ (a) at any time, by mutual written agreement of the StockholdersSecurityholders’ Representative and Parent; or ​ (b) by Parent, on at any time prior to the one handClosing, or by the JDH Entities, on the other hand, if: if (i) the Company or the Securityholders’ Representative is in breach, in any material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.2 incapable of being satisfied; or ​ (c) by the Securityholders’ Representative, at any time following execution and delivery prior to the Closing, if (i) Parent or Merger Sub is in breach, in any material respect, of the Short-Term Line of Credit Agreement and prior to Closingrepresentations, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from the Securityholders’ Representative (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.1 incapable of being satisfied; ​ (d) by written notice by either the Securityholders’ Representative or Parent to the other, at any time after February 15, 2021 if the Closing shall not have occurred on or before December 31, 2005prior to such date; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii9.1(d) will shall not be available to any such party whose failure to perform if the action or observe inaction of such party (or in the case of the Securityholders’ Representative, the Company) or any of its obligations under this Agreement or any Transaction Agreement Affiliates has been the a principal cause of, of or resulted in, in the failure of the Closing to occur on or before such datedate and such action or failure to act constitutes a breach of this Agreement; oror ​ (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (be) by mutual written consent either Parent or the Securityholders’ Representative if any Governmental Authority having competent jurisdiction has issued a final, non-appealable Order or taken any other action the effect of which is to permanently restrain, enjoin or otherwise prohibit the Contemplated Transactions; provided that the right to terminate this Agreement under this Section 9.1(e) shall not be available to such party if the action or inaction of such party (or in the case of the parties hereto; (cSecurityholders’ Representative, the Company) by the JDH Entities, if any of the Stockholders materially breaches or any of its representations, warranties, covenants Affiliates has been a principal cause of or other agreements under this Agreement (provided that any representation, warranty, covenant resulted in such Order or agreement of the Stockholders contained herein that is subject to action and such action or inaction constitutes a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.Agreement. ​ ​ ​

Termination Events. Subject By written notice given prior to or at the provisions of Closing, subject to Section 6.28.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by Parent, in the Stockholdersevent Vianeta breaches any representation, on the one handwarranty or covenant contained in this Agreement, or by the JDH Entities, on the other hand, if: and such breach (i) at individually or in combination with any time following execution other breach, would cause any condition set forth in Section 7.1 or Section 7.2 not to be satisfied, and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall is not have occurred on or before December 31, 2005; provided, however, that the right cured within thirty (30) days following delivery of written notice of such breach from Parent to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeVianeta; (b) by mutual Vianeta, in the event Holdings, Parent or Merger Sub breaches any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other breach, would cause any condition set forth in Section 7.1 or Section 7.3 not to be satisfied, and (ii) is not cured within thirty (30) days following delivery of written consent notice of the parties heretosuch breach from Vianeta to Parent; (c) by the JDH EntitiesParent or Vianeta, if any temporary, preliminary or permanent injunction or other Order has been issued since the date of this Agreement by any Governmental Authority that prevents the consummation of the Stockholders materially breaches transactions contemplated hereby and such Order has become final and nonappealable, or if any Legal Requirement has been enacted, promulgated or enforced since the date of its representations, warranties, covenants or other agreements under this Agreement (provided by any Governmental Authority that any representation, warranty, covenant or agreement makes the consummation of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; ortransactions contemplated hereby illegal. (d) by the StockholdersParent or Vianeta, if either the satisfaction of any of the JDH Entities materially breaches any conditions to such party's obligation to close the transactions contemplated hereby as set forth in Article VII becomes impossible (other than through the failure of the terminating party to comply with its representations, warranties, covenants or other agreements obligations under this Agreement Agreement) and such party has not waived such condition on or before such date; (provided that any representatione) by mutual consent of Parent and Vianeta; (f) by Parent or Vianeta, warrantyif the Closing has not occurred on or before March 31, covenant 2006, or agreement of such later date as the JDH Entities contained herein that parties may agree upon, unless the terminating party is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any in material breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachthis Agreement.

Termination Events. Subject to the provisions The occurrence of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness any one or more of the Merger in the manner hereinafter provided, as followsfollowing events shall constitute a Termination Event: (a) the Transferor, any Seller or the Collection Agent shall fail to make any payment or deposit to be made by the Stockholders, on the one hand, it hereunder or by the JDH Entities, on the other hand, if: (i) at under any time following execution and delivery of the Short-Term Line of Credit Agreement Transaction Documents when due hereunder or thereunder and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; failure continues for one (ii1) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such dateBusiness Day; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant certification or agreement statement made by the Transferor, the Collection Agent or any Seller in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that no such event shall constitute a Termination Event unless such event shall continue unremedied for a period of ten (10) days from the date a Responsible Officer of the Stockholders contained herein Transferor obtains knowledge thereof; provided further that is subject no grace period shall apply to Sections 3.01(c), 3.01(d), 3.01(j), 3.01(q) and 3.01(r) of this Agreement (and, for the avoidance of doubt, the cure period described in the first proviso of this Section 7.01(b) shall not apply to payments required to be made pursuant to Section 2.10(b)); and provided further that no such event shall constitute a materiality Termination Event if the Transferor shall have timely paid to the Collection Agent the Deemed Collection required to be paid as a result of such event in accordance with Section 2.10(b); or (c) the Transferor, any Seller or similar qualification will not be so qualified for purposes of determining the existence Collection Agent shall default in the performance of any breach thereof on the part of the Stockholdersundertaking (other than those covered by clause (a) and, with respect to above) under any breach of a covenant contained herein, Transaction Document and such breach is not cured within default shall continue for ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result Responsible Officer of such breachparty has knowledge thereof; or (d) by the StockholdersTransferor shall fail to make any payment of principal or interest in respect of any Indebtedness when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto; or any event or condition occurs that results in any such Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, if either or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (e) any Event of Bankruptcy shall occur with respect to the JDH Entities materially breaches Transferor, the Collection Agent, any Seller, the Parent or any of its representationsSubsidiaries; or (f) after the filing in the appropriate offices of the financing statements described in Sections 4.01(c), warranties4.01(d), covenants 4.01(e) and 4.01(f), the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall, for any reason, fail or cease to have a valid and perfected first priority ownership or security interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claims; or (g) a Collection Agent Default shall have occurred; or (h) the Transferor, the Parent or any Seller shall enter into any corporate transaction or merger whereby it is not the surviving entity (other than, in the case of any Seller, a merger or consolidation which does not, in the reasonable opinion of the Administrative Agent, materially adversely affect the collectibility of the Receivables sold by such Seller or the performance of such Seller's obligations under the transaction documents); or (i) there shall have occurred any event or condition which would have material adverse effect on either the collectibility of the Receivables or the ability of the Transferor or any Seller to perform its respective obligations under the Transaction Documents to which it is a party since the Closing Date; or (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment from previously received Collections or other agreements under this Agreement (provided that any representation, warranty, covenant funds available to the Transferor or agreement increases the balance of the JDH Entities contained herein Receivables on the next Business Day following such breach so as to reduce the Percentage Factor to less than or equal to 100%; or (ii) the Net Investment shall exceed the Facility Limit; or (k) the average Dilution Ratio for the three preceding Settlement Periods exceeds 2.5%; or (l) the average Default Ratio for the three preceding Settlement Periods exceeds 3%; or (m) the Parent or any of its Subsidiaries default in the observance or performance of Section 6.13 or 6.14 of the Credit Agreement or an Event of Default (as such term is defined in the Credit Agreement) described in Section 7.01(r) of the Credit Agreement shall have occurred; or (n) a Responsible Officer of the Transferor receives notice or becomes aware that is subject a notice of Lien has been filed against the Transferor or the Collection Agent under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part plan to which Section 412(n) of the JDH EntitiesCode or Section 302(f) and, with respect of ERISA applies; or (o) the Receivables Purchase Agreement is terminated; or (p) the Parent and the Sellers (in the aggregate) shall fail to any breach maintain 100% ownership of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachTransferor.

Termination Events. Subject to the provisions of Section 6.2, this (A) This Agreement may be terminated and abandoned, by written notice given at any time prior to the effectiveness Closing: (1) by the mutual written agreement of the Merger in the manner hereinafter provided, as followsBuyer and Seller; (2) by Buyer or Seller: (a) by the Stockholderson or after August 31, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) 2007 if the Closing shall not have occurred by the close of business on or before December such date, provided that such date may, from time to time, be extended by either party (with written notice to the other party) up to and including August 31, 20052007, in the event that the conditions set forth in Section 7.1(A), (B), (C), (F), or (G) or Section 7.2(A), (B), (C), (E) or (G) have not been fully satisfied (such date, as it may be extended, the “Outside Date”); provided, howeverand provided further, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will terminating or extending party may not be available to any party whose failure to perform or observe in default of any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, hereunder and may not have caused the failure of the Closing transactions contemplated by this Agreement to occur have occurred on or before such date; or (iiib) if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Incapacity consummation of JQH occurs at the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any time adverse determination which is appealable (and pursue such appeal with reasonable diligence); (3) by Buyer if there is a breach of any representation or warranty set forth in Article IV or any covenant or agreement to be complied with or performed by Seller pursuant to the terms of this Agreement and which breach (individually or in the aggregate) could reasonably be expected to have a Condition-Related Material Adverse Effect or the failure of a condition set forth in Section 7.2 to be satisfied (and such condition is not waived in writing by Buyer) on or prior to the Effective TimeClosing Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 7.2 to be satisfied on or prior to the Closing Date, provided that Buyer may not terminate this Agreement prior to the Closing if Seller has not had an adequate opportunity to cure such failure; (b4) by mutual written consent Seller if there is a breach of the parties hereto; (c) by the JDH Entities, if any representation or warranty set forth in Article V or of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement to be complied with or performed by Buyer pursuant to the terms of this Agreement and which breach (individually or in the Stockholders contained herein that aggregate) could reasonably be expected to have a Condition-Related Material Adverse Effect or the failure of a condition set forth in Section 7.1 to be satisfied (and such condition is subject not waived in writing by Seller) on or prior to a materiality the Closing Date, or similar qualification will not be so qualified for purposes of determining the existence occurrence of any breach thereof on event which results or would result in the part of the Stockholders) and, with respect to any breach failure of a covenant contained hereincondition set forth in Section 7.1 to be satisfied on or prior to the Closing Date; provided that Seller may not terminate this Agreement prior to the Closing Date if Buyer has not had an adequate opportunity to cure such failure. (B) Upon the occurrence of any valid termination event set forth in this Section 9.3, such breach is not cured within ten (10) days after Buyer and/or Seller, as applicable, shall deliver written notice to the Stockholders non-terminating party. Upon delivery of such notice, this Agreement shall terminate and the transfer of the Purchased Assets contemplated hereby shall be deemed to have been abandoned without further action by Buyer or Seller. Upon such termination, Buyer shall deliver or destroy all confidential information regarding Seller in accordance with the JDH EntitiesConfidentiality Agreement, Seller shall deliver or destroy all confidential information related to Buyer to which Seller had access in connection with the negotiation of this Agreement and the consummation of the transactions contemplated hereby. (C) In the event that this Agreement is validly terminated as provided in this Section 9.3, then each of the parties shall be relieved of their respective duties and obligations arising under this Agreement after the date of such termination and such termination shall be without Liability to Buyer or Seller; provided, however, that no cure period will be permitted nothing in this Section 9.3 shall relieve Buyer or Seller of any Liability for any such willful breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice occurring prior to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result proper termination of such breachthis Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by mutual written consent of Seller and the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderBuyer Parties; (iib) by either Seller or Buyer if the Closing shall not have occurred on or before December 31September 30, 20052021 (the “Outside Date”); provided, however, provided that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii8.1(b) will shall not be available to any party Party whose failure or whose Affiliate’s failure to perform any covenant or observe any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, of or has resulted in, in the failure of the Closing transactions contemplated by this Agreement to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoOutside Date; (c) by the JDH EntitiesSeller, if any (i) all of the Stockholders materially breaches any of its representations, warranties, covenants conditions to Closing set forth in Section 6.1 and Section 6.2 were satisfied or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement waived as of the Stockholders contained herein date the Closing Date should have occurred pursuant to the terms of this Agreement, (ii) Seller has notified the Buyer Parties that it is subject ready, willing and able to a materiality or similar qualification will not be so qualified for purposes of determining consummate the existence of any breach thereof on Transactions, and (iii) the part Buyer Parties fail to complete the Closing within three (3) Business Days after the delivery of the Stockholdersnotification by Seller referred to in clause (ii) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachabove; or (d) by the StockholdersBuyer, if either (i) all of the JDH Entities materially breaches any of its representations, warranties, covenants conditions to Closing set forth in Section 6.1 and Section 6.3 were satisfied or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement waived as of the JDH Entities contained herein date the Closing Date should have occurred pursuant to the terms of this Agreement, (ii) Buyer has notified Seller that is subject the Buyer Parties are ready, willing and able to a materiality or similar qualification will not be so qualified for purposes of determining consummate the existence of any breach thereof on Transactions, and (iii) Seller fails to complete the part Closing within three (3) Business Days after the delivery of the JDH Entitiesnotification by Buyer referred to in clause (ii) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachabove.

Termination Events. Subject Anything contained in this Agreement to the provisions of Section 6.2contrary notwithstanding, this Agreement may be terminated and abandoned, by written notice given at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing Date: (a) by the Stockholders, on the one hand, mutual written consent of Seller and Buyer; (b) by either Seller or by the JDH Entities, on the other hand, ifBuyer: (i) at any time following execution and delivery of if a Governmental Authority issues a final, non-appealable ruling or Order permanently prohibiting the Short-Term Line of Credit Agreement and prior to Closingtransactions contemplated hereby, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this representations, warranties, covenants or agreements contained herein results in such ruling or Order; (ii) if the Closing shall not have occurred by the close of business no later than thirty (30) days following the entry of the Sale Order (the “Outside Date”); provided, however, that (A) Buyer shall be permitted to terminate this Agreement pursuant to this Section 6.1(a)(ii11.1(b)(ii) will only if (x) Buyer is not be available to any party whose failure to perform or observe in material breach of any of its obligations representations, warranties, covenants, or agreements contained herein, (y) Buyer has provided written notice to Seller of its intention to exercise its rights under this Section 11.1(b)(ii), and (z) Seller has not closed the transactions contemplated by this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the date that is ten (10) Business Days after the date of receipt of such date; or notice from Buyer, and (iiiB) the Incapacity Seller shall be permitted to terminate this Agreement pursuant to this Section 11.1(b)(ii) only if (1) Seller is not in material breach of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (102) days after Seller has provided written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any Buyer of its representations, warranties, covenants or other agreements intention to exercise its rights under this Agreement (provided that any representationSection 11.1(b)(ii), warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.

Termination Events. Subject to the provisions The occurrence of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness any one or more of the Merger in the manner hereinafter provided, as followsfollowing events shall constitute a Termination Event: (a) a Pledgor shall fail to make any payment or deposit to be made by it hereunder or under the Stockholders, on the one hand, Receivables Purchase Agreement when due hereunder or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iiib) any representation or warranty made by a Pledgor, the Seller or an Eligible Originator in, as applicable, this Agreement, the Receivables Purchase Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made and shall not have been cured and corrected for a period of 30 days after the earlier of (x) the Incapacity date it first became known to any officer of JQH occurs at a Pledgor or (y) the date on which written notice thereof shall have been given to a Pledgor by any time prior to the Effective Time; (b) by mutual written consent of the parties other party hereto;; or (c) any certification or statement made by a Pledgor, the JDH EntitiesSeller or an Eligible Originator in, if as applicable, this Agreement, the Receivables Purchase Agreement, any other Transaction Document to which it is a party or in any or any certificate or report delivered by it pursuant to any of the Stockholders materially breaches foregoing shall prove to have been incorrect in any material respect when made or deemed made and a Material Adverse Effect shall result which shall not have been cured and corrected for a period of its representations, warranties, covenants 30 days after the earlier of (x) the date it first became known to any officer of a Pledgor or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of y) the Stockholders contained herein that is subject date on which written notice thereof shall have been given to a materiality or similar qualification will not be so qualified for purposes of determining the existence of Pledgor by any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachother party hereto; or (d) a Pledgor shall default in any material respect in the performance of any payment or undertaking (other than those covered by clause (a) above) (i) to be performed or observed under Section 5.1(a)(vi), 5.1(h), 5.1(l), 5.2(a), (c), (d), (e) or (f) or (ii) to be performed or observed under any other provision hereof and such failure shall remain unremedied for a period of thirty (30) days after the Stockholders, if either earlier of (x) the date it first became known to any officer of a Pledgor or (y) the date on which written notice thereof shall have been given to the a Pledgor by any other party hereto; or (e) failure of a Pledgor to pay when due any amounts due under any agreement to which such Person is a party and under which any Indebtedness is governed; failure of the JDH Entities materially breaches Parent or the Seller to pay when due any amounts due under any agreement to which any such Person is a party and under which any Indebtedness greater than $5,000,000 is governed; or the default by a Pledgor, the Parent or the Seller in the performance of its representationsany term, warrantiesprovision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by a Pledgor, covenants the Parent or other agreements under this Agreement (provided that any representation, warranty, covenant the Seller was created or agreement is governed and for which in the case of the JDH Entities contained herein that Parent or the Seller the amount of such Indebtedness is subject greater than $5,000,000; or any Indebtedness owing by a Pledgor, the Parent or the Seller greater than $5,000,000 shall be declared to be due and payable or required to be prepaid (other than by a materiality or similar qualification will not be so qualified for purposes regularly scheduled payment) prior to the date of determining the existence maturity thereof; or (f) any Event of any breach thereof on the part of the JDH Entities) and, Bankruptcy shall occur with respect to a Pledgor, Parent or the Seller; or (g) the Agent, on behalf of the Company and the Bank Investors, shall, for any breach reason, fail or cease to have a valid and perfected first priority security interest in the Affected Assets free and clear of any Adverse Claims (except as otherwise contemplated herein); or (h) a covenant contained hereinMaster Servicer Default shall have occurred; or (i) the Receivables Purchase Agreement shall have terminated; or (j) a Revolving Credit Facility Default shall have occurred; or (k) a Pledgor or the Parent shall enter into any transaction or merger whereby it is not the surviving entity and where, in the case of the Parent, the surviving entity is not acceptable to the Agent; or (l) there shall have occurred any Material Adverse Effect; or (m) at any time, the Percentage Factor is greater than the Maximum Percentage Factor and such breach imbalance is not cured on or prior to the next succeeding Payment Date; or (n) after giving effect to any Payment Date, the Percentage Factor is greater than the Maximum Percentage Factor; (o) the Net Investment is greater than the Maximum Net Investment; or (p) at any time, the Net Asset Test is not met; or (q) at any time following the first Take-Out, the sum of (i) the Pool Market Value as of its date of calculation, (ii) the amount, if any, which would be due to the Pledgors in the event that each outstanding Hedging Agreement was terminated on such date and (iii) the aggregate amount on deposit in the Accounts (other than the Reserve Account) on such date is less than 102% of the sum of (1) the Net Investment, (2) the aggregate unpaid Servicer Advances, (3) all accrued and unpaid Carrying Costs as of such date, (4) all Hedge Payments (including any termination payments in the event that each outstanding Hedging Agreement was terminated on such date) due on such date and (5) an amount equal to the positive difference, if any, between the Specified Reserve Account Requirement as of such date and the balance of the Reserve Account as of such date, and such deficiency shall continue unremedied for ten (10) Business Days; or (r) A Take-Out which reduces the Net Investment to an amount that is 30% or less of the Net Investment immediately prior to such Take-Out has not occurred for a period of twelve consecutive months (the first such twelve-month period commencing as of the closing of the 1999-1 term securitization); or (s) at any time the Receivables are not subject to Hedging Agreements in accordance with Section 2.15, and such failure is not cured within ten five Business Days of the earlier of (10x) days after the date it first became known to any officer of a Pledgor or (y) the date on which written notice thereof shall have been given to the JDH Entities a Pledgor by any other party hereto; or (t) the StockholdersNet Credit Loss for any calendar quarter shall exceed 3.0% on an annualized basis; or the three-month rolling average Delinquency Ratio shall exceed 11.0%; 94 100 provided, howeverthat such Delinquency Ratio test (i) shall not be effective through and including the expiration of the first full three Collection Periods following each Take-Out, (ii) for the fourth full Collection Period following each Take-Out shall be the Delinquency Ratio for such Collection Period and (ii) for the fifth full Collection Period following each Take-Out shall be the average of the Delinquency Ratio for such Collection Period and the immediately preceding Collection Period; or (u) on the date on which the first Take-Out is consummated the amount on deposit in the Reserve Account is less than the Specified Reserve Account Requirement (based upon the most recent available data), provided, that no cure period will be permitted for a Termination Event shall not occur under this Section 7.1(u) if on such date the Net Investment is reduced by an amount equal to any such breach that by its nature cannot be cured or as a result of such breachdeficiency in the Reserve Account.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by at any time prior to Closing upon prior written notice given prior by the party electing to terminate this Agreement to the effectiveness of the Merger in the manner hereinafter provided, as followsother party: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: mutual agreement of Columbia and Purchaser (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderexpressed in writing); (iib) by either Columbia or Purchaser if any permanent injunction, Court Order or other order, decree or ruling of any court or other Governmental Authority of competent jurisdiction permanently restraining, enjoining or otherwise preventing the consummation of the transactions contemplated hereby shall have been issued and become final and non-appealable; (c) by either Columbia or Purchaser if the Closing shall not have occurred on or before December 31by June 30, 20051998; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii10.1(c) will shall not be available to any party whose breach of its representations and warranties in this Agreement or whose failure to perform or observe any of its obligations covenants and agreements under this Agreement or any Transaction Agreement has shall have been the a contributing cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bd) by mutual written consent Columbia upon a breach in any material respect of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) andPurchaser set forth in this Agreement, with respect to or if any breach representation or warranty of a covenant contained hereinthe Purchaser shall have been breached or shall have become untrue, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for in any such breach case that the conditions set forth in Sections 8.1 and 8.2 would be incapable of being satisfied by its nature cannot June 30, 1998 (or any later date as such date may be cured or as a result otherwise extended by mutual agreement of such breachthe parties); or (de) by the Stockholders, if either Purchaser upon a breach in any material respect of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) andany Seller set forth in this Agreement, with respect to or if any breach representation or warranty of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any Seller shall have been breached or shall have become untrue in any such breach case such that the conditions set forth in Sections 7.1 and 7.2 would be incapable of being satisfied by its nature cannot June 30, 1998 (or any later date as such date may be cured or as a result otherwise extended by mutual agreement of such breachthe parties).

Termination Events. Subject to the provisions The occurrence of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness any one or more of the Merger in the manner hereinafter provided, as followsfollowing events shall constitute a Termination Event: (a) the Transferor, any Seller or the Collection Agent shall fail to make any payment or deposit to be made by it hereunder or under any of the Transaction Documents when due hereunder or thereunder and such failure continues for one (1) Business Day; or (b) any representation, warranty, certification or statement made by the StockholdersTransferor, on the one handCollection Agent or any Seller in this Agreement, any other Transaction Document to which it is a party or by the JDH Entitiesin any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made (and, on the other hand, if: (i) at if any time following execution and delivery of period is provided for correcting any representation or warranty in Section 3.01, Section 3.02 or Section 3.03, has not been corrected within the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon time period provided in such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005Section); provided, however, that (i) no such representation, warranty, certification or statement relating to a Receivable for which the right Transferor has timely paid to terminate the Collection Agent the Deemed Collection required to be paid as a result thereof in accordance with Section 2.10(b) shall give rise to a Termination Event under this Agreement pursuant paragraph (b), (ii) any such incorrectness with respect to a SA-50 (i) shall not give rise to a Termination Event under this paragraph (b) if corrected within 15 days from the date a Responsible Officer of the Transferor obtains knowledge thereof, and (iii) any such incorrectness with respect to a representation or warranty in Section 6.1(a)(ii3.01(e) will or Section 3.01(s) shall not be available give rise to a Termination Event under this paragraph (b) if corrected within three (3) Business Days from the date a Responsible Officer of the Transferor obtains knowledge thereof; or (c) the Transferor, any party whose failure Seller or the Collection Agent shall fail to observe or perform in any material respect any other term, covenant or observe any of its obligations under agreement in this Agreement or any other Transaction Agreement has been the cause ofDocument (and, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at if any time prior period is provided for any such observance or performance, such observance or performance has not occurred within such time period); provided, that any such failure with respect to the Effective Time; (bcovenant set forth in Section 5.01(f) by mutual written consent of the parties hereto; shall not give rise to a Termination Event under this paragraph (c) by until after giving effect to the JDH Entitiescure period, if any of any, set forth in the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachrelated Contract; or (d) the Transferor shall fail to make any payment of principal or interest in respect of any Indebtedness when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto; or any event or condition occurs that results in any such Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (e) any Event of Bankruptcy shall occur with respect to the Transferor, the Collection Agent or C&A or any Seller which shall have sold Receivables with an Outstanding Balance at such time of $10,000,000 or greater pursuant to the Receivables Purchase Agreement; or (f) after the filing in the appropriate offices of the financing statements described in Sections 4.01(c), 4.01(d), 4.01(e) and 4.01(f), the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall, for any reason, fail or cease to have a valid and perfected first priority ownership or security interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claims (other than Permitted Encumbrances); or (g) a Collection Agent Default shall have occurred; or (h) the Transferor or any Seller shall enter into any corporate transaction or merger whereby it is not the surviving entity (other than, in the case of any Seller, a merger or consolidation which does not, in the reasonable opinion of the Funding Agents, materially adversely affect the collectibility of the Receivables sold by such Seller or the performance of such Seller's obligations under the Transaction Documents); or (i) there shall have occurred any event or condition which would have material adverse effect on either the collectibility of the Receivables or the ability of the Transferor or any Seller to perform its respective obligations under the Transaction Documents to which it is a party since the Closing Date; or (j) the Percentage Factor exceeds the Maximum Percentage Factor and the Transferor shall not have, by the Stockholdersnext Business Day thereafter, if either of reduced the JDH Entities materially breaches Net Investment from previously received Collections or other funds available to the Transferor so as to reduce the Percentage Factor on such Business Day to less than or equal to 100%; or (k) the average Dilution Ratio for the three preceding Settlement Periods exceeds 4.50%; or (l) the average Default Ratio for the three preceding Settlement Periods exceeds 14.00%; or (m) the average Delinquency Ratio for the three preceding Settlement Periods exceeds 3.75%; or (n) C&A or any of its representationsSubsidiaries shall default in the observance or performance of Section 6.14 or Section 6.15 of the Senior Credit Facility or an Event of Default (as such term is defined in the Senior Credit Facility) described in clause (m) of Article VII of the Senior Credit Facility shall have occurred; or (o) a Responsible Officer of the Transferor or any Seller shall receive notice or become aware that a notice of lien has been filed against the Transferor, warranties, covenants any Seller or the Collection Agent under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement payment to a plan to which Section 412(n) of the JDH Entities contained herein that is subject Code or Section 302(f) of ERISA applies; or (p) a Purchase Termination Date shall have occurred under the Receivables Purchase Agreement with respect to all Sellers; or (q) C&A and the Sellers (in the aggregate) shall fail to maintain 100% ownership of the Transferor; or (r) the existence at any time of any litigation, arbitration proceedings or governmental proceeding involving any Seller or the Transferor or the Receivables which would be reasonably likely to have a materiality Material Adverse Effect; or (s) (i) one or similar qualification will more judgements for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against a Seller, the Collection Agent, C&A or their Subsidiaries or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be so qualified effectively stayed or to the extent that an insurance carrier has accepted a claim for purposes coverage thereto; (ii) one or more judgments for the payment of determining money shall be rendered against the existence of Transferor and shall not have been satisfied; or (iii) any breach thereof on the part action shall be legally taken by a judgment creditor to attach or levy upon any assets of the JDH EntitiesTransferor, a Seller, the Collection Agent, C&A, or their Subsidiaries to enforce any such judgment; or (t) and, the Collection Agent shall fail to deliver to the Administrative Agent any report required to be delivered by it under the terms of the Transaction Documents within one (1) Business Day of (i) with respect to any breach Deposit Report or Settlement Statement, when such report was due or (ii) with respect to any other report, receipt by the Collection Agent of a covenant contained herein, such breach is not cured within ten (10) days after written notice from the Administrative Agent that such report is due; or (u) any Event of Bankruptcy shall occur with respect to any Seller which shall have sold Receivables with an Outstanding Balance at such time of less than $10,000,000 pursuant to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachReceivables Purchase Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Parent if (i) at any time following execution the representations and delivery warranties of OWL and the Short-Term Line of Credit Major Stockholder contained in this Agreement shall not be true and prior to Closingcorrect, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; or (ii) OWL and/or the Closing Major Stockholder shall have failed to perform any obligation or to comply with any agreement or covenant to be performed or complied with by he, she or it under this Agreement, in each case such that the conditions set forth in Sections 7.1 (Representations and Warranties) or Section 7.2 (Agreements and Covenants) would not have occurred on or before December 31be satisfied, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will (i), such untruth or incorrectness or such failure cannot be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has not been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after the giving of written notice thereof to the Stockholders Stockholders’ Representative; (b) by OWL if (i) the JDH Entities; representations and warranties of the Parent and Merger Sub contained in this Agreement shall not be true and correct, or (ii) the Parent or Merger Sub shall have failed to perform any obligation or to comply with any agreement or covenant to be performed or complied with by he, she or it under this Agreement, in each case such that the conditions set forth in Sections 8.1 (Representations and Warranties) or Section 8.2 (Agreements and Covenants) would not be satisfied, provided, however, that no cure period will be permitted for any such breach that by its nature untruth or incorrectness or failure cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will has not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not been cured within ten (10) days after the giving of written notice thereof to the JDH Entities Parent; (c) by the Stockholdersmutual consent of the Parent and OWL; providedor (d) by either the Parent if the Closing has not occurred (other than through the failure of the party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before June 30, however2011, that no cure period will be permitted for any or such breach that by its nature cannot be cured or later date as a result of such breachthe parties may agree upon.

Termination Events. Subject to the provisions of Section 6.211.2, this Agreement may be terminated and abandoned, by written notice given at or prior to the effectiveness of the Merger Closing Date in the manner hereinafter provided, as follows: (a) by either Buyer or the Stockholders, on Shareholders if a material default or breach shall be made by the one handother party hereto with respect to the due and timely performance of any of its covenants and agreements contained herein, or with respect to the due compliance with any of its representations, warranties or covenants, and, after notice of such default has been received by the JDH Entitiesdefaulting party, on such default cannot be cured prior to the other handClosing Date, if:or the date that is fifteen (15) days after the receipt of such notice, whichever is later, and has not been waived; (i) at any time following execution and delivery by Buyer if all of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing set forth in Section 8.1 or 8.2 shall not have occurred been satisfied on or before December 31the Closing Date, 2005; provided, however, that the right other than through failure of Buyer to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of fully comply with its obligations under this Agreement or any Transaction Agreement has hereunder, and shall not have been the cause of, or resulted in, the failure of the Closing to occur waived by Buyer on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bii) by mutual written consent the Shareholders, if all of the parties hereto;conditions set forth in Section 8.3 shall not have been satisfied on or before the Closing Date, other than through failure of the Shareholders to fully comply with their obligations hereunder, and shall not have been waived by all of the Shareholders on or before such date. (c) by the JDH Entities, if any mutual consent of Buyer and all of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachShareholders; or (d) by either Buyer or the StockholdersShareholders if the Closing shall not have occurred, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence than through failure of any breach thereof such party to fulfill its obligations hereunder, on the part of the JDH Entities) andor before April 9, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach2007.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Closing (whether before or after the adoption and approval of this Agreement by the Merger in the manner hereinafter provided, as follows:Company’s stockholders): (a) by the Stockholders, on mutual written consent of Parent and the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany; (iib) by either Parent or the Company, if the Closing shall has not have occurred taken place on or before December 315:00 p.m. (Pacific time) on July 19, 20052019 (the “End Date”); provided, however, that neither Parent nor the right Company shall be permitted to terminate this Agreement pursuant to this Section 6.1(a)(ii9.1(b) will not be available to any party whose if the failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been consummate the cause ofMerger by the End Date results from, or resulted inis caused by, the failure a material breach by such party of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or agreements contained herein; (c) by Parent or the Company if: (i) a court of competent jurisdiction or other agreements under Governmental Body shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Body that would make consummation of the Merger illegal; (d) by Parent if: (i) any of the representations and warranties of the Company contained in this Agreement (provided that any representation, warranty, covenant or agreement shall be inaccurate as of the Stockholders contained herein date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that is subject to a materiality or similar qualification will the condition set forth in Section 7.1 would not be so qualified for purposes of determining the existence of satisfied; (ii) any breach thereof on the part of the Stockholderscovenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; or (iii) andany Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; provided, with respect however, that, in the case of clauses “(i)” and “(ii)” only, if an inaccuracy in any of the representations and warranties of the Company as of a date subsequent to any the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within 15 Business Days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this Section 9.1(d) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 9.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); (e) by the Company if: (i) any of Parent’s representations and warranties contained hereinin this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such breach is that the condition set forth in Section 8.1 would not cured within ten be satisfied; or (10ii) days after written notice to if any of Parent’s covenants contained in this Agreement shall have been breached such that the Stockholders by the JDH Entitiescondition set forth in Section 8.2 would not be satisfied; provided, however, that no cure period will be permitted for 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 Parent is curable by Parent through the use of reasonable efforts within 15 Business Days after the Company notifies Parent in writing of the existence of such inaccuracy or breach that by its nature can(the “Parent Cure Period”), then the Company may not be cured or terminate this Agreement under this Section 9.1(e) as a result of such breachinaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 9.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Parent Cure Period); or (df) by the Stockholders, Parent if either any of the JDH Entities materially breaches any Required Merger Stockholder Votes are not obtained within six hours after the execution of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to before or at the effectiveness Closing, be terminated: by mutual written consent of the Merger in Purchaser and the manner hereinafter provided, as follows: (a) Company; by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Purchaser if (i) at there has been a breach of any time following execution and delivery of the Short-Term Line Company's representations, warranties or covenants contained in this Agreement, and such breach has not been cured by the earlier of Credit Agreement the Termination Date or within five (5) Business Days after the Purchaser has given the Company written notice of the breach and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right its intention to terminate this Agreement pursuant to this Section 6.1(a)(ii7.1(b) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no such cure period will shall be permitted for available or applicable to any such breach that which by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is a breach by the Company of Section 5.2 or Section 5.5 of this Agreement) and if such breach would result in the failure of any of the conditions set forth in Section 6.1 to be fulfilled or satisfied or (ii) the Voting Agreements have not been executed by each of the Voting Agreement Signatories and delivered to the Purchaser within one (1) Business Day following the execution of this Agreement by the parties hereto; by the Company if there has been a breach of any of the Purchaser's or the Merger Sub's representations, warranties or covenants contained in this Agreement, and such breach has not been cured within ten five (105) days Business Days after the Company has given the Purchaser written notice of the breach and its intention to the JDH Entities by the Stockholders; terminate this Agreement pursuant to this Section 7.1(c) (provided, however, that no such cure period will shall be permitted for available or applicable to any such breach that which by its nature cannot be cured cured) but only if such breach would result in the failure of any of the conditions set forth in Section 6.2 to be fulfilled or as satisfied; by either the Purchaser or the Company if any Governmental Authority of competent jurisdiction has issued a result Judgment or taken any other action, in each case having the effect of such breachpermanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser or the Merger Sub to comply fully with its obligations under this Agreement) on or before the Termination Date; or by the Company if the Closing has not occurred (other than through the failure of the Company to comply fully with its obligations under this Agreement) on or before the Termination Date.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Closing (whether before or after the adoption of this Agreement by the Merger in the manner hereinafter provided, as follows:Company’s stockholders): (a) by the Stockholders, on mutual written consent of Parent and the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany; (iib) by Parent if the Closing shall has not have occurred taken place on or before December 5:00 p.m. (California Time) on March 31, 20052023 (the “End Date”) and any condition set forth in Section 6 has not been satisfied or waived as of the time of termination (other than as a result of any failure on the part of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement); provided, however, that if, on such date, any of the right conditions to the Closing set forth in Section 6.3, 6.7 or 6.8 have not been satisfied but all other conditions to the Closing either have been satisfied or waived or would be satisfied if the Closing were to occur on such date, then Parent may (but shall not be obligated to) elect, by written notice to the Company, to extend the End Date to June 30, 2023 and such date shall become the “End Date” for all purposes of this Agreement; (c) by the Company if the Closing has not taken place on or before 5:00 p.m. (California Time) on the End Date and any condition set forth in Section 7 has not been satisfied or waived as of the time of termination (other than as a result of any failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement); (d) by Parent or the Company if: (i) a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable Order or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Entity that would make consummation of the Merger illegal; (e) by Parent if: (i) any representation and warranty of the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that any of the conditions set forth in Section 6.1 would not be satisfied; or (ii) any of the covenants of the Company contained in this Agreement shall have been breached such that the conditions set forth in Section 6.2 would not be satisfied; provided, however, that, in the case of each of clauses “(i)” and “(ii)”, if an inaccuracy in any of the representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within 10 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this Section 8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 6.1(a)(ii8.1(e) will not be available with respect to any party whose failure to perform such inaccuracy or observe any of its obligations under this Agreement breach if such inaccuracy or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time breach is cured prior to the Effective Timeexpiration of the Company Cure Period); (b) by mutual written consent of the parties hereto; (cf) by the JDH EntitiesCompany if: (i) any of Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that any of the conditions set forth in Section 7.1 would not be satisfied; or (ii) if any of the Stockholders materially breaches any of its representations, warranties, Parent’s covenants or other agreements under contained in this Agreement (provided shall have been breached such that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will condition set forth in Section 7.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiessatisfied; provided, however, that no cure period will be permitted for 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 Parent is curable by Parent through the use of reasonable efforts within 10 days after the Company notifies Parent in writing of the existence of such inaccuracy or breach that by its nature can(the “Parent Cure Period”), then the Company may not be cured or terminate this Agreement under this Section 8.1(f) as a result of such breach; or (d) by inaccuracy or breach prior to the Stockholders, if either expiration of the JDH Entities materially breaches any of its representationsParent Cure Period, warrantiesprovided Parent, covenants during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or other agreements under breach (it being understood that the Company may not terminate this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject pursuant to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entitiesthis Section 8.1(f) and, with respect to any such inaccuracy or breach of a covenant contained herein, if such inaccuracy or breach is not cured within ten (10) days after written notice prior to the JDH Entities expiration of the Parent Cure Period); and (g) by Parent if written consents adopting this Agreement by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature canRequired Stockholder Vote shall not be cured or as a result have been duly executed and delivered within two hours after the execution and delivery of such breachthis Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by either the Stockholders, on Buyer or the one hand, or Selling Parties if a material Breach of any provision of this Agreement has been committed by any other Party and such Breach has not been waived; (b) by the JDH EntitiesBuyer if any of the conditions in Section 6.1 has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Outside Date; (c) by the Selling Parties, if any of the conditions in Section 6.2 has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Selling Party to comply with its obligations under this Agreement) and the Selling Parties have not waived such condition on or before the Outside Date; (d) by the Buyer, if the FTC, Antitrust Division or any other handGovernmental Authority requires the submission of additional information or documentary material (second request), if:pursuant to the provisions of the HSR Act (including 18 U.S.C. S18A(e)) or any other applicable Antitrust Laws; (e) by the Selling Parties, if (i) the conditions set forth in Sections 6.1 and 6.2 (other than those that require deliveries or are tested at any the time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to which conditions could be satisfied if the borrower thereunder upon Closing had occurred at the time of such borrower's satisfaction of all applicable terms and conditions thereunder; termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article VIII, (ii) the Closing shall not Selling Parties have occurred on or before December 31irrevocably certified in writing that they are ready, 2005; providedwilling and able to consummate the Closing, however, that and (iii) the right Buyer fails to terminate this Agreement pursuant consummate the Contemplated Transactions within two (2) Business Days following receipt of written notice from the Selling Parties as to this Section 6.1(a)(ii) will not be available the satisfaction of such conditions and the Selling Parties’ willingness to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been consummate the cause of, or resulted in, the failure of the Closing to occur on or before such dateClosing; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by mutual written consent of the parties hereto; (c) by Buyer and the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSelling Parties.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on mutual written consent of the one hand, or Company and Parent; (b) by Parent by written notice to the JDH Entities, on the other hand, Company if: (i) at (x) there has been a breach, inaccuracy in or failure to perform any time following execution and delivery representation, warranty, covenant or agreement made by the Company pursuant to this Agreement that would give rise to the failure of any of the Short-Term Line conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by the Company within ten (10) days of Credit Agreement the Company’s receipt of written notice of such breach from Parent; provided, however, that no such cure period shall be available or applicable to any such breach, inaccuracy or failure which by its nature cannot be cured, and (y) if not cured on or prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on Date, such breach, inaccuracy or before December 31, 2005failure would result in the failure of any of the conditions set forth in Article VII to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii8.1(b)(i) will shall not be available if Parent is then in material breach of any provision of this Agreement and such material breach by Parent would give rise to the failure of any of the conditions specified in Article VII; (ii) the Closing has not occurred on or before June 30, 2022 (the “Outside Date”), or such later date as the Company and Parent may agree upon in writing; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any party whose Parent if such failure shall be due to the failure of Parent to perform or observe comply with any of its obligations under this Agreement the covenants, agreements or any Transaction Agreement has been conditions hereof to be performed or complied with by it prior to the cause of, or resulted in, the failure of the Closing to occur on or before such dateClosing; or (iii) the Incapacity of JQH occurs at any time prior Company fails to the Effective Time; deliver to Parent within twenty-four (b24) by mutual written consent hours of the parties heretoexecution of this Agreement the Shareholder Consent executed by the Requisite Shareholder Approval; (c) by the JDH EntitiesCompany by written notice to Parent if: (i) (x) there has been a breach, if any of the Stockholders materially breaches any of its representations, warranties, covenants inaccuracy in or other agreements under this Agreement (provided that failure to perform any representation, warranty, covenant or agreement made by Parent or Merger Sub pursuant to this Agreement that would give rise to the failure of any of the Stockholders contained herein that is subject to a materiality conditions specified in Article VII and such breach, inaccuracy or similar qualification will failure has not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) andbeen cured by Parent or Merger Sub, with respect to any breach of a covenant contained hereinas applicable, such breach is not cured within ten (10) days after of Parent’s receipt of written notice to of such breach from the Stockholders by the JDH EntitiesCompany; provided, however, that no such cure period will shall be permitted for available or applicable to any such breach that breach, inaccuracy or failure which by its nature cannot be cured, and (y) if not cured on or as a result of prior to the Closing Date, such breach; or (d) by , inaccuracy or failure would result in the Stockholders, if either failure of any of the JDH Entities materially breaches any of its representations, warranties, covenants conditions set forth in Article VII to be fulfilled or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholderssatisfied; provided, however, that no cure period will be permitted for any such breach that by its nature canthe right to terminate this Agreement under this Section 8.1(c)(i) shall not be cured available if the Company is then in material breach of any provision of this Agreement and such material breach by the Company would give rise to the failure of any of the conditions specified in Article VII; or (ii) the Closing has not occurred on or before the Outside Date, or such later date as a result the Company and Parent may agree upon in writing; provided, however, that the right to terminate this Agreement under this Section 8.1(c)(ii) shall not be available to the Company if such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (d) by Parent or the Company if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or any Governmental Entity shall have issued an Order restraining or enjoining the transactions contemplated by this Agreement; and such Order shall have become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to any Party whose breach of any provision of this Agreement causes such Law or Order to be in effect or the failure of such breachLaw or Order to be removed.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by mutual written consent of Parent, the Stockholders, on Purchaser and the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderSeller; (iib) by either Parent and the Closing Purchaser or the Seller if the Transactions shall not have occurred on or before December 31been consummated by June 30, 20052003 (the “Termination Date”); provided, however, that the right a party shall not be permitted to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose 0 if the failure to consummate the Transactions by the Termination Date is attributable to a failure on the part of such party to perform or observe any of its obligations under covenant in this Agreement required to be performed by such party at or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoClosing Date; (c) by either Parent and the JDH EntitiesPurchaser or the Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; (d) by Parent and the Purchaser if a Triggering Event shall have occurred; (e) by Parent and the Purchaser if (i) any of the Stockholders materially breaches any Seller’s representations and warranties contained in this Agreement shall be inaccurate as of its representationsthe date of this Agreement, warranties, covenants or other agreements under shall have become inaccurate as of a date subsequent to the date of this Agreement (provided as if made on such subsequent date), such that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will condition set forth in Section 0 hereof would not be so qualified satisfied (it being understood that, for purposes of determining the existence accuracy of such representations and warranties as of the date of this Agreement or as of any breach thereof on subsequent date, any update of or modification to the part Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), or (ii) any of the Stockholders) and, with Seller’s covenants contained in this Agreement shall have been breached in any material respect to any breach of a covenant contained herein, such breach is that the condition set forth in Section 0 hereof would not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiesbe satisfied; provided, however, that no if an inaccuracy in any of the Seller’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller and the Seller is continuing to exercise all reasonable efforts to cure period will be permitted for any such breach that by its nature caninaccuracy or breach, then Parent and the Purchaser may not be cured or as a result terminate this Agreement under this Section 0 on account of such inaccuracy or breach; or (df) by the Stockholders, Seller if either (i) any of the JDH Entities materially breaches any representations and warranties of its representationsParent and the Purchaser contained in this Agreement shall be inaccurate as of the date of this Agreement, warranties, covenants or other agreements under shall have become inaccurate as of a date subsequent to the date of this Agreement (provided as if made on such subsequent date), such that the condition set forth in Section 0 hereof would not be satisfied, or (ii) if any representation, warranty, covenant or agreement of the JDH Entities covenants of Parent and the Purchaser contained herein in this Agreement shall have been breached such that is subject to a materiality or similar qualification will the condition set forth in Section 0 hereof would not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholderssatisfied; provided, however, that no if an inaccuracy in any of the representations and warranties of Parent and the Purchaser as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent or the Purchaser is curable by Parent or the Purchaser and Parent or the Purchaser is continuing to exercise all reasonable efforts to cure period will be permitted for any such breach that by its nature caninaccuracy or breach, then the Seller may not be cured or as a result terminate this Agreement under this Section 0 on account of such inaccuracy or breach.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by Parent at any time prior to the StockholdersEffective Time, if a breach of any representation or warranty or failure to perform any covenant or obligation contained in this Agreement on the one hand, or by part of the JDH Entities, on the other hand, if: Company shall have occurred that (i) at any time following execution and delivery would cause a failure of the Short-Term Line of Credit Agreement conditions in Section 6.2(a) or Section 6.2(b) to exist and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) cannot be cured by the Closing shall not have occurred on or before December 31, 2005Company by the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 6.1(a)(ii7.1(a) will if either Parent or Merger Sub is then in material breach of any representation, warranty, covenant or other agreement hereunder that would result in the conditions to Closing set forth in Section 6.3(a) or Section 6.3(b) not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; orbeing satisfied; (iiib) by the Incapacity of JQH occurs Company at any time prior to the Effective Time; , if a breach of any representation or warranty or failure to perform any covenant or obligation contained in this Agreement on the part of Parent or Merger Sub shall have occurred that (bi) by mutual written consent would cause a failure of the parties hereto; conditions in Section 6.3(a) or Section 6.3(b) to exist and (cii) cannot be cured by Parent or Merger Sub by the JDH EntitiesOutside Date; provided, if any of however, that the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under Company shall not have the right to terminate this Agreement (provided that pursuant to this Section 7.1(b) if the Company is then in material breach of any representation, warranty, covenant or other agreement of hereunder that would result in the Stockholders contained herein that is subject conditions to a materiality Closing set forth in Section 6.2(a) or similar qualification will Section 6.2(b) not be so qualified for purposes of determining being satisfied; (c) by Parent or the existence of any breach thereof Company if the Closing has not occurred on or before June 30, 2019 (the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities“Initial Outside Date”); provided, howeverthat if on the Initial Outside Date any of the conditions set forth in Sections 6.1(a) or (b) shall not have been satisfied but all other conditions set forth in Section 6 shall have been satisfied or waived or shall then be capable of being satisfied, then the Initial Outside Date shall be automatically extended to September 30, 2019; and provided, further, that no cure period will if the Marketing Period has not ended by the last Business Day immediately prior to the Outside Date, then the Outside Date shall be permitted for automatically extended without any action by the parties to the fifth (5th) Business Day following the final day of the Marketing Period. As used in this Agreement, the term “Outside Date” means the Initial Outside Date, unless extended pursuant to the foregoing sentence, in which case, the term “Outside Date” means such breach that by its nature candate to which the Initial Outside Date has been so extended. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 7.1(c) shall not be cured available to any party if the failure of the Closing to occur by such date shall be due to the failure of the such party to perform or as a result observe the covenants and agreements of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under party set forth in this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.Agreement;

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (aA) by the Stockholders, on the one hand, Purchaser or by the JDH Entities, on the other hand, if: Parent if (i) at a material Breach of any time following execution and delivery provision of this Agreement has been committed by the Short-Term Line of Credit Agreement and prior to ClosingSeller or the Shareholder, funding thereunder is provided the Purchaser or the Parent has not available to the borrower thereunder upon waived such borrower's satisfaction of all applicable terms and conditions thereunder; Breach in writing; (ii) any condition in Section 5 has not been satisfied as of the Closing shall Date, or Purchaser or the Parent reasonably determines that the satisfaction of such a condition by such date has become impossible or impractical (other than as a result of the failure of the Purchaser or the Parent to comply with or perform its covenants and obligations under this Agreement), provided the Purchaser or the Parent has not have waived such condition in writing; or (iii) the Closing has not occurred on or before December 31April 30, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any 2001 (other than as a result of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Purchaser to comply with or perform its covenants and obligations under this Agreement); (B) by the Seller if (i) a material Breach of any provision of this Agreement has been committed by the Purchaser, provided the Seller has not waived such Breach in writing; (ii) any condition in Section 6 has not been satisfied as of the Closing Date or Seller reasonably determines that the satisfaction of such a condition by such date has become impossible or impractical (other than through the failure of the Seller to occur on comply with or before perform its covenants and obligations under this Agreement), provided the Seller has not waived such datecondition in writing; or or (iii) the Incapacity Closing has not occurred on or before April 30, 2001 (other than as a result of JQH occurs at any time prior the failure of the Seller to the Effective Time;comply with or perform its covenants and obligations under this Agreement); and (bC) by the mutual written consent of the parties hereto; (c) by Purchaser and the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSeller.

Termination Events. Subject In addition to the provisions of Section 6.2any other rights or remedies a party hereto may have under this Agreement, at law or in equity, or otherwise, this Agreement may be terminated and abandonedmay, by written notice given at or prior to the effectiveness of the Merger First Closing in the manner hereinafter provided, as followsbe terminated: (aA) by the StockholdersInvestor, on the one hand, or by the JDH EntitiesCorporation, on the other hand, if: (i) at if any time following execution and delivery representation or warranty made by the Corporation or of the Short-Term Line of Credit Agreement and prior to ClosingInvestor, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing respectively, shall not have occurred been true, correct and complete when made, or a default or breach shall be made by the Corporation or the Investor, respectively, with respect to the due and timely performance of any of its covenants and agreements contained herein, or with respect to the due compliance with any of its representations, warranties or covenants, and such default has not been waived; provided, that before this Agreement is terminated pursuant to this Section 8.1(A), the party wishing to terminate hereunder must give the defaulting or breaching party ten (10) days written notice of intent to terminate, and state with reasonable specificity the reasons therefor. Upon receipt of such notice, the breaching or defaulting party shall have ten (10) days time in which to cure the breach or default. Upon such cure, the party giving notice shall no longer have the right to terminate pursuant to this Section 8.1(A) with respect to such breach or default. (B) by the Investor if all of the conditions set forth in Article V shall not have been satisfied on or before December 31, 2005; provided1997, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the other than through failure of the Closing Investor to occur comply fully with its obligations hereunder, and shall not have been waived by the Investor on or before such date; (C) by the Corporation, if all of the conditions set forth in Article V shall not have been satisfied on or before December 31, 1997, other than through failure of the Corporation to comply fully with its obligations hereunder, and shall not have been waived by the Corporation on or before such date; (D) by the Corporation, if the Second Closing has not occurred by the seventh business day following delivery of the certificate referred to in Section 5.2(J)(11) hereof; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bE) by mutual written consent of all the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under to this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement.

Termination Events. Subject to the provisions of Section 6.2, this (a) This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, ifClosing: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoPurchaser and the Members’ Representative; (cii) by written notice from the JDH EntitiesPurchaser to the Members’ Representative, if any there has been a breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement by the Company or the Members, or any such representation or warranty shall become untrue after the date of this Agreement, such that the Stockholders contained herein that is subject to a materiality conditions in Section 6.1 or similar qualification will Section 6.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Purchaser to the Stockholders by Members’ Representative, and (B) the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orExpiration Date; (diii) by written notice from the StockholdersMembers’ Representative to the Purchaser, if either there has been a breach of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the JDH Entities contained herein that is subject to a materiality conditions in Section 7.1 or similar qualification will Section 7.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Members’ Representative to the JDH Entities Purchaser; and (B) the Expiration Date; or (iv) by five (5) days’ prior written notice by the Stockholders; providedMembers’ Representative to the Purchaser or the Purchaser to the Members’ Representative, howeveras the case may be, that no cure period will be permitted in the event the Closing has not occurred on or prior to January 31, 2021 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Expiration Date. (b) In the event of termination of this Agreement pursuant to this ARTICLE IX, this Agreement shall forthwith become void and there shall be no liability on the part of any party to this Agreement or its partners, officers, directors, managers, stockholders, members or other equity holders, except for obligations under Section 5.6 (Public Announcements), Section 12.2 (Fees and Expenses), Section 12.3 (Waiver; Amendment), Section 12.4 (Entire Agreement), Section 12.5 (Execution of Agreement; Counterparts; Electronic Signatures), Section 12.6 (Governing Law; Exclusive Jurisdiction), Section 12.7 (WAIVER OF JURY TRIAL), Section 12.8 (Assignment and Successors), Section 12.10 (Notices), Section 12.11 (Construction; Usage), Section 12.12 (Enforcement of Agreement), Section 12.13 (Severability), Section 12.16 (Schedules and Exhibits) and this Section 9.1, and the definitions used in each of the foregoing sections, including those set forth in EXHIBIT A hereto, all of which shall survive such termination and the Termination Date. Notwithstanding the foregoing, nothing contained in this Agreement shall relieve any party from liability for any breach that by its nature cannot be cured or as a result of such breachthis Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by at any time prior to Closing upon prior written notice given prior by (or on behalf of) the party electing to terminate this Agreement to the effectiveness of the Merger in the manner hereinafter provided, as followsother party: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual agreement of the Short-Term Line of Credit Agreement Buyer and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderSeller (expressed in writing); (iib) by either Buyer or Seller if any permanent injunction, court order or other order, decree or ruling of any court or other Governmental Authority of competent jurisdiction or new law or change to existing law permanently restraining, enjoining or otherwise preventing the consummation of the transactions contemplated hereby shall have been issued and become final and non-appealable; (c) by either the Buyer or the Seller if the Closing shall not have occurred on or before December 31by January 1, 20052006; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii11.1(c) will shall not be available to (i) any party whose breach of its representations and warranties in this Agreement or whose failure to perform or observe any of its obligations covenants and agreements under this Agreement or any Transaction Agreement has shall have been the a contributing cause of, or resulted in, the failure of the Closing to occur on or before such date, or (ii) any party whose failure to fulfill any material obligation under this Agreement or whose failure to use all good faith efforts to promptly cause the satisfaction of the conditions under Article 7 or Article 8, as applicable, has been the cause of, or resulted in, the failure of the Closing to occur by such date; or (iii) provided, further, if the Incapacity Closing shall not have occurred by January 1, 2006 solely as a result of JQH occurs at any time prior the parties’ failure to obtain or receive the Effective Timeitems set forth on Schedule 11.1(c), this Agreement shall not be terminable pursuant to this Section 11.1 until February 28, 2006; (bd) by mutual written consent of Buyer, if a Material Adverse Effect shall have occurred since the parties hereto;Balance Sheet Date. (ce) by the JDH Entities, if Buyer upon a breach in any material respect of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) andSeller set forth in this Agreement, with respect to or if any breach representation or warranty of a covenant contained hereinthe Seller shall have been materially breached or shall have been or become materially untrue, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for in any such breach case that the conditions set forth in Article 7 would be incapable of being satisfied by its nature cannot January 1, 2006 (or any later date as such date may be cured or as a result otherwise extended by mutual agreement of such breachthe parties); (f) by Buyer pursuant to Section 2.3; or (dg) by the Stockholders, if either Seller upon a breach in any material respect of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) andBuyer set forth in this Agreement, with respect to or if any breach representation or warranty of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for Buyer shall have been materially breached or shall have been or become materially untrue in any such breach case such that the conditions set forth in Article 8 would be incapable of being satisfied by its nature cannot January 1, 2006 (or any later date as such date may be cured or as a result otherwise extended by mutual agreement of such breachthe parties).

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution by the mutual agreement of Insight and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeTCI; (b) prior to the Primary Transfer, by mutual either Insight or TCI at any time (if such party itself is not then in material breach of any of its covenants, agreements or other obligations contained in this Agreement or the LLC Agreement), if the other is in material breach or default of any of its covenants, agreements or other obligations herein or the LLC Agreement, or if any of its representations herein or in the LLC Agreement if specifically qualified by materiality, is not true in all respects or, if qualified by materiality, is not true in all material respects when made or when otherwise required by this Agreement or the LLC Agreement to be true, if the non-breaching party provides the breaching party with prompt written consent notice that provides a reasonably detailed explanation of the parties hereto;facts and circumstances surrounding such breach or default; provided that such party shall have no right to terminate if (i) the breaching Party cures such breach or default within 30 days after its receipt of such written notice, unless such breach or default cannot be cured within such 30-day period; or (ii) the breach or default is capable of being cured prior to the one year anniversary of the date of this Agreement (the "Outside Closing Date") and the breaching party commences to cure such breach or default within such 30-day period and diligently continues to take all action reasonably necessary to cure such breach or default prior to the Outside Closing Date and such breach or default is cured prior to the Outside Closing Date; or (c) prior to the Primary Transfer, by either Insight or TCI upon written notice to the JDH Entitiesother given not earlier than the Outside Closing Date, if any of the Stockholders materially breaches conditions to its obligations set forth in Sections 8.1 and 8.2, respectively, are not satisfied on or before the Outside Closing Date for any reason other than a material breach or default by the terminating party of its respective covenants, agreements or other obligations under this Agreement, or if any of its representationsrepresentations herein or in any Transaction Document, warrantiesif specifically qualified by materiality, covenants is not true in all respects or, if qualified by materiality, is not true in all material respects when made or other agreements under when otherwise required by this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject LLC Agreement to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachtrue; or (d) by the Stockholderseither Insight or TCI, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after by written notice to the JDH Entities other party, if the Exchange Agreement has been terminated prior to any closing thereunder in accordance with its terms; or (e) if TCI does not notify Insight in writing on or before June 1, 1998 that its representations in Section 6.2 are no longer subject to TCI obtaining board of director, membership or partnership approval and that the obligations of TCI LLC and TCI Communications, Inc. under the LLC Agreement are no longer subject to those entities obtaining board of director, membership or partnership approval, as applicable, Insight may terminate this Agreement by the Stockholderswritten notice to TCI given at any time after June 1, 1998 and before TCI notifies Insight in writing that is has obtained such approvals; provided, howeverthat upon such notice by TCI to Insight the condition to TCI's obligations in Section 8.2(e) regarding all required TCI board of director, membership or partnership approvals having been obtained shall be deemed irrevocably satisfied; or (f) if Insight does not notify TCI in writing on or before June 1, 1998 either that no cure period will be permitted for it has entered into the Programming Supply Agreement with SSI or that it irrevocably waives the condition to its obligations specified in Section 8.1(k), TCI may terminate this Agreement by written notice to Insight given at any such breach time after June 1, 1998 and prior to the time that by its nature cannot be cured or Insight so notifies TCI in writing; or (g) as a result of such breachotherwise provided in this Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, either Purchaser or by the JDH Entities, on the other hand, if: (i) at Sellers if a Breach of any time following execution and delivery provision of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been committed by the cause of, or resulted in, the failure of the Closing to occur on or before other party and such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeBreach has not been waived; (b) (i) by mutual written consent Purchaser if any of the parties heretoconditions in Article VII has not been satisfied as of the Closing or if satisfaction of such a condition is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has not waived such condition on or before the Closing; or (ii) by Sellers, if any of the conditions in Article VIII has not been satisfied of the Closing or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Sellers have not waived such condition on or before the Closing; (c) by the JDH Entities, if any mutual consent of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orPurchaser and Sellers; (d) by Purchaser (i) after December 31, 2005 if the StockholdersCON has not been issued by December 31, 2005 or (ii) after January 15, 2006 if either the Closing has not occurred on or before January 15, 2006; provided that Purchaser shall have used its best efforts to assist in the completion of the JDH Entities materially breaches any transactions contemplated by this Agreement; (e) by Sellers on or subsequent to June 1, 2006, provided that Sellers shall have used their best efforts to assist in the completion of the transaction contemplated by this Agreement and Sellers shall have given Purchaser ten days prior written notice (which notice may be provided prior to June 1, 2006) of its representations, warranties, covenants or other agreements under intent to terminate and allowed Purchaser to consummate the transactions contemplated by this Agreement in accordance with Section 1.4(b)(iii);or (provided that f) by either Purchaser or Sellers if the CON is contested by any representationthird party resulting in an administrative hearing or litigation (a “Contest”), warranty, covenant or and after good faith negotiation Purchaser and Sellers cannot reach agreement as to the allocation of the JDH Entities contained herein that is subject expenses to a materiality or similar qualification will not be so qualified for purposes of determining incurred in further efforts to obtain the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or CON as a direct result of such breachContest. Notwithstanding the foregoing, this Agreement may not be terminated pursuant to this Section 10.1(f) if either Purchaser or Sellers elects to bear the entire cost of such Contest.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the StockholdersCompany, on the one hand, or by the JDH EntitiesBuyer, on the other hand, if: (i) at if a breach of any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on covenant or before December 31, 2005; provided, however, that the right to terminate agreement in this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been committed by the cause ofother party and such breach has not been cured, fifteen days after written notice of the breach, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Timeexpressly waived in writing; (b) by mutual written consent Buyer at any time prior to Closing if it discovers a breach of any representation or warranty of the parties heretoCompany or Stockholder, which breach is not cured before the Closing Date; (c) (i) by Buyer if any of the conditions in Article VI have not been satisfied as of the Closing or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not expressly waived such condition in writing on or before the Closing; or (ii) by the JDH EntitiesCompany, if any of the Stockholders materially breaches any conditions in Article VII has not been satisfied as of its representations, warranties, covenants the Closing or if satisfaction of such a condition is or becomes impossible (other agreements than through the failure of the Company or the Stockholder to comply with their obligations under this Agreement (provided that any representation, warranty, covenant Agreement) and the Company has not expressly waived such condition in writing on or agreement of before the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orClosing; (d) by mutual consent of Buyer and the Stockholders, Company; (e) by Buyer pursuant to Section 1.6; (f) by Buyer if ChevronTexaco shall have exercised its Right of First Refusal under either of the JDH Entities materially breaches Lube Agreements; (g) by either Buyer or the Company if the Closing has not occurred (other than through the failure of any of party seeking to terminate this Agreement to comply fully with its representations, warranties, covenants or other agreements obligations under this Agreement Agreement) on or before May 15, 2005, or such later date as the parties may agree upon in writing; or (provided that any representation, warranty, covenant or agreement of h) by Buyer if the JDH Entities contained herein that is subject Disclosure Schedules are not in form and substance satisfactory to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by Buyer in its nature cannot be cured or as a result of such breachsole discretion.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, mutual consent of Buyer and Sellers; (b) by either Buyer or Sellers if a material Breach of any provision of this Agreement has been committed by the JDH Entities, on the other hand, if:party and such Breach has not been waived; (i) at by Buyer if any time following execution and delivery of the Short-Term Line conditions in Section 7 has not been satisfied as of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's Closing Date or if satisfaction of all applicable terms such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions thereunderin Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Sellers have not waived such condition on or before the Closing Date; (iid) by Buyer if since the Closing shall not date of this Agreement there has been any change in the business, operations, properties, assets, or financial condition of the Company that would reasonably be expected to have a Material Adverse Effect on the Company or any event has occurred or circumstance exists that would reasonably be expected to result in such a Material Adverse Effect on the Company; (e) by either Buyer or before December 31Sellers if any Governmental Body has issued an order, 2005decree or ruling or taken any other action in each case permanently restraining, enjoining or otherwise prohibiting the consummation of the Contemplated Transactions and such order, decree, ruling or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii9.1(e) will shall not be available to any party whose failure to perform or observe fulfill any of its obligations under contained in this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure issuance of the Closing to occur on such order, decree or before such dateruling; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by mutual written consent either Buyer or Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before October 20, 2006, or such later date as the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachmay agree upon.

Termination Events. Subject to Section 10.2(b), and without prejudice to other rights or remedies which may be available to the provisions of Section 6.2parties by law or pursuant to this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written consent of the Short-Term Line of Credit Agreement Buyer and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderSeller hereto; (iib) by either the Buyer or the Seller by written notice to the other party given on or after, in the case of Buyer, December 31, 2003 or, in the case of Seller, December 15, 2003 if the Closing shall not have occurred on or before in the case of Buyer, December 31, 2005; provided2003 or, howeverin the case of Seller, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause ofDecember 15, or resulted in2003, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) unless extended by mutual written consent agreement of the parties hereto; (c) by , so long as the JDH Entities, if any party terminating this Agreement shall not be in default or breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (hereunder, which default or breach has caused a failure to satisfy a Closing condition; provided that any representationthat, warrantyif the Closing shall not have occurred on or before, covenant or agreement in the case of Buyer, December 31, 2003 or, in the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes case of determining the existence of any breach thereof on the part of the Stockholders) andSeller, with respect to any breach of a covenant contained hereinDecember 15, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided2003, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either non terminating party’s default or breach of the JDH Entities materially breaches any of its representations, warranties, covenants or agreements hereunder (other agreements under this Agreement (provided that than a breach of Section 5.3 or a breach by Buyer of Section 4.6, Section 8.1 or Section 8.2 or a breach by Buyer of Section 5.5 relating to the subject matter of any representation, warranty, covenant or agreement of the JDH Entities contained herein foregoing Sections), such date shall be extended to the 45th day following the date on which the non terminating party first obtained actual knowledge of the default or breach; provided, further that if the reason the Closing shall not have been consummated prior to such date is subject attributable to a materiality the failure to obtain any consent from any Governmental Antitrust Authority and the non terminating party is not then in default or similar qualification will not be so qualified for purposes of determining the existence breach of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained hereinits obligations under Section 5.3, such breach is not cured within ten date shall automatically be extended to July 2, 2004; (10c) days after [Intentionally omitted.] (d) by the Buyer, upon written notice to the JDH Entities by Seller at any time prior to Closing, if (i) the Stockholders; providedSeller has given the Buyer notice pursuant to Section 5.12 above, however, that no cure period will be permitted for any such (ii) the breach that by its nature cannot be cured or as a result is the subject of such notice results in a failure to satisfy the conditions set forth in Section 7.3(a) or Section 7.3(g), and (iii) the breach has not been cured (such that such conditions are satisfied) within 45 days after the Seller first obtained actual knowledge of the breach; or (e) by either the Buyer or the Seller, without cause, by written notice to the other party given at any time prior to any other termination of this Agreement in accordance with its terms and payment of the Termination Fee set forth in Section 10.2(a).

Termination Events. Subject Notwithstanding anything to the provisions contrary contained in any other Section of Section 6.2this Agreement, this Agreement may be terminated and abandoned, by written notice given the Contemplated Transactions and the Merger abandoned at any time prior to the effectiveness Closing Date, with the approval of the Merger in the manner hereinafter providedapplicable terminating party’s board of directors, as follows: (a) by mutual written consent of the Stockholders, on Buyer and the one hand, or Company; (b) by the JDH EntitiesCompany or Buyer if at the Company Shareholders Meeting (giving effect to any adjournment or postponement thereof), on the other hand, if: Company Required Vote shall not have been obtained; provided that the right to terminate this Agreement under this Section 9.1(b) shall not be available to the Company if (i) at it is in breach of its obligations under any time following execution and delivery of Section 6.2 or 7.4 (other than any immaterial breach thereof not intended to result in an Acquisition Proposal) or (ii) if its failure to fulfill any material obligation required to be performed by it under this Agreement has been the Short-Term Line of Credit Agreement and prior primary cause of, or results in, the failure to Closing, funding thereunder is not available to obtain the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany Required Vote; (iic) by the Buyer or the Company by written notice to the other party, if the Closing Date shall not have occurred on or before December March 31, 20052013 (the “Outside Date”); provided that the right to terminate this Agreement under this Section 9.1(c) shall not be available to (i) the Company if it is in breach of its obligations under any of Section 6.2 or 7.4 (other than any immaterial breach thereof not intended to result in an Acquisition Proposal) or (ii) any party whose failure to fulfill any material obligation required to be performed by such party under this Agreement has been the primary cause of, or results in, the failure of the Closing Date to occur before the Outside Date; (d) at any time prior to the Company Shareholders Meeting, by the Company in order to concurrently enter into an acquisition agreement or similar agreement (each, an “Alternative Acquisition Agreement”) with respect to a Superior Proposal which has been received and considered by the Company and its board of directors in compliance with Section 6.2 hereof; provided, however, that this Agreement may be terminated by the Company pursuant to this Section 9.1(d) only if (i) prior to such termination the Company and the Company Board, as applicable, shall have at all times complied with Sections 6.2 and 7.4 (other than any immaterial breach thereof not intended to result in an Acquisition Proposal) and (ii) the payment required by Section 9.2 is made in full to Parent pursuant to the terms set forth in this Agreement; (e) by Parent if (i) there shall have been a Company Adverse Recommendation Change, (ii) the Company Board has failed to reaffirm the Company Recommendation within five (5) business days after Parent has requested in writing that it do so and continues to fail to reaffirm the Company Recommendation as of the date this Agreement is terminated pursuant to this Section 9.1(e), or (iii) any third party shall have commenced a tender or exchange offer or other transaction constituting or potentially constituting an Acquisition Proposal and the Company shall not have sent to its security holders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (10) business days after such tender or exchange offer is first published, sent or given, a statement disclosing that the Company recommends rejection of such tender or exchange offer; (f) by Parent, if the Company shall have breached any of its obligations under Section 6.2 or 7.4 (other than any immaterial breach thereof not intended to result in an Acquisition Proposal); (g) by Parent (if Parent and Buyer are not in material breach of their representations, warranties, covenants or agreements under this Agreement), if (i) there has been a breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement that would, individually or in the aggregate, result in a failure of a condition set forth in Section 8.1(a) if continuing on the Closing Date and (ii) such breach (A) shall not have been cured before the Outside Date or (B) the Company does not within thirty days after receipt of written notice thereof cure such breach; (h) by the Company (if the Company is not in material breach of its representations, warranties, covenants or agreements under this Agreement), if (i) there has been a breach by Parent or Buyer of any representation, warranty, covenant or agreement contained in this Agreement that would, individually or in the aggregate, result in a failure of a condition set forth in Section 8.2(a) if continuing on the Closing Date and (ii) such breach (A) shall not have been cured before the Outside Date, or (B) Parent does not within thirty days after receipt of written notice thereof cure such breach; and (i) by the Company or Parent, if any Governmental Body of competent jurisdiction shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger, and such order or other action shall have become final and nonappealable; provided, however, that the right party seeking to terminate this Agreement pursuant to this Section 6.1(a)(ii9.1(i) will shall not be available have initiated such proceeding or taken any action in support of such proceeding and such party shall have used its reasonable best efforts to prevent and oppose such Order or other action. The party desiring to terminate this Agreement pursuant to any subsection of this Section 9.1 other than subsection (a) shall give written notice of such termination to the other party whose failure in accordance with Section 10.4, specifying the provision or provisions hereof pursuant to perform which such termination is effected. The right of any party hereto to terminate this Agreement pursuant to this Section 9.1 shall remain operative and in full force and effect regardless of any investigation made by or observe on behalf of any party hereto, or any of its obligations under this Agreement their respective Affiliates or any Transaction Agreement has been the cause ofRepresentatives, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time whether prior to or after the Effective Time; (b) by mutual written consent execution of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholdersmutual written consent of Buyer and the Company; (b) by either the Company, on the one hand, or by the JDH EntitiesBuyer and Merger Sub, on the other hand, if:by written notice to the other party if the Merger shall not have been consummated on or before October 31, 2019 (the “Expiration Date”), except that no Party will be permitted to terminate this Agreement pursuant to the terms of this Section 7.1(b) if the failure to consummate the Merger on or prior to the Expiration Date is the result of such Party’s breach of this Agreement in any material respect; (c) by either the Company, on the one hand, or Buyer and Merger Sub, on the other hand, by written notice to the other party if any Governmental Entity with jurisdiction over such matters shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger or any of the other transactions contemplated by this Agreement, and such Order shall have become final and nonappealable; (d) by Buyer if (i) at any time following execution and delivery representation or warranty of the Short-Term Line Company or the Shareholders’ Representative contained in this Agreement was inaccurate or was breached as of Credit the Agreement and prior to ClosingDate, funding thereunder is not available or has become inaccurate or has been breached as of a date subsequent to the borrower thereunder upon Agreement Date (as if made on such borrower's satisfaction of all applicable terms and conditions thereunder; subsequent date), such that the condition set forth in Section 6.3(a) would not be satisfied on or before the Expiration Date or (ii) any of the Closing shall covenants or obligations of the Company, the Shareholders’ Representative or Company Holders contained in this Agreement have been breached such that the condition set forth in Section 6.3(b) would not have occurred be satisfied on or before December 31, 2005the Expiration Date; provided, however, that if an inaccuracy in or breach of any representation or warranty of the right Company or the Shareholders’ Representative as of a date subsequent to the Agreement Date or a breach of a covenant by the Company is curable through the use of commercially reasonable efforts from and after Buyer notifies the Company in writing of the existence of such inaccuracy or breach until the Expiration Date (the “Company Cure Period”), then Buyer may not terminate this Agreement under this Section 7.1(d) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 6.1(a)(ii7.1(d) will not be available to any party whose failure to perform or observe any if Buyer is in material breach of its obligations under this Agreement or if such breach by the Company is cured); (e) by the Company if (i) any Transaction representation or warranty of either Buyer or Merger Sub contained in this Agreement was inaccurate or was breached as of the Agreement Date, or has become inaccurate or has been breached as of a date subsequent to the cause ofAgreement Date (as if made on such subsequent date), or resulted in, such that the failure of the Closing to occur condition set forth in Section 6.2(a) would not be satisfied on or before such date; or the Expiration Date or (iiiii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, Buyer’s or Merger Sub’s covenants or other agreements under contained in this Agreement (provided have been breached such that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will condition set forth in Section 6.2(b) would not be so qualified for purposes of determining satisfied on or before the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH EntitiesExpiration Date; provided, however, that no cure period will be permitted for if an inaccuracy in or breach of any representation or warranty of Buyer or Merger Sub as of a date subsequent to the Agreement Date or a breach of a covenant by Buyer or Merger Sub is curable by the same through the use of commercially reasonable efforts from and after the Company notifies Buyer in writing of the existence of such inaccuracy or breach that by its nature canuntil the Expiration Date (the “Buyer Cure Period”), then the Company may not be cured or terminate this Agreement under this Section 7.1(e) as a result of such breachinaccuracy or breach prior to the expiration of the Buyer Cure Period, provided Buyer or Merger Sub, during the Buyer Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 7.1(e) if the Company is in material breach of this Agreement or if such breach by the Buyer or Merger Sub is cured); (f) by Buyer if there has occurred any Material Adverse Effect with respect to the Company or any event will have occurred or circumstance will exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Material Adverse Effect with respect to the Company; or (dg) by the StockholdersBuyer, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach Shareholder Approval is not cured obtained and delivered to Buyer within ten (10) days one Business Day after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement Date.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time;, whether before or after receipt of the Requisite Purchaser Consent: (ba) by mutual written consent of the parties heretoPurchaser and the Company; (b) by either the Company or the Purchaser if (i) any Governmental Authority of competent jurisdiction has denied approval of the Merger and such denial has become final and nonappealable or (ii) any court or Governmental Authority of competent jurisdiction shall have issued a final and nonappealable order, injunction or decree or other legal restraint or prohibition permanently enjoining or preventing the consummation of the Merger, unless the issuance of such order, injunction, decree or other legal restraint, as applicable, shall be principally due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein; (c) by either the JDH EntitiesCompany or the Purchaser if the Merger shall not have been consummated on or before the date that is one hundred and eighty (180) days after the date of this Agreement (the “Termination Date”), unless the failure of the Closing to occur by such date shall be principally due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein; (d) by either the Company or the Purchaser (provided, that the terminating party is not then in material breach of any obligation, covenant or other agreement contained herein) if there shall have been a breach of any of the Stockholders materially breaches any of its representations, warrantiesobligations, covenants or other agreements under or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) andPurchaser or Merger Sub, with respect to any breach in the case of a covenant contained hereintermination by the Company, or the Company, in the case of a termination by the Purchaser, which breach or failure to be true, either individually or in the aggregate with all other breaches by such breach party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 7.2, in the case of a termination by the Company, or Section 7.3, in the case of a termination by the Purchaser, and which is not cured within ten thirty (1030) days after (or such fewer days as remain prior to the Termination Date) following written notice to the Stockholders Purchaser, in the case of a termination by the JDH Entities; providedCompany, howeveror the Company, that no cure period will be permitted for any such breach that in the case of a termination by the Purchaser, or by its nature or timing cannot be cured during such period (or such fewer days as a result of such breachremain prior to the Termination Date); or (de) by either the Stockholders, Company or the Purchaser if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will Requisite Purchaser Consent shall not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice have been delivered to the JDH Entities Purchaser and the Company by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachRequisite Purchaser Consent Deadline in accordance with Section 6.9.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedterminated, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholdersmutual written consent of Buyer and Sellers; (b) by either Sellers, on the one hand, or by the JDH EntitiesBuyer, on the other hand, if: (i) at in the event that any time following execution and delivery Governmental Body will have issued an Order making illegal or otherwise prohibiting the sale of the Short-Term Line Shares by Sellers to Buyer and such Order will have become final and unappealable; provided, however, that the provisions of Credit this Section 10.1(b) will not be available to any party if such party failed to comply with its obligations under this Agreement and prior to Closingsuch failure caused, funding thereunder is not available to the borrower thereunder upon or otherwise resulted in, such borrower's satisfaction of all applicable terms and conditions thereunderOrder; (iic) by either Buyer or Sellers if the Closing shall has not have occurred on or before December 31, 2005the date that is 90 days from (but not including) the Effective Date; provided that such date may be extended for up to an additional 45 days if the Federal Trade Commission or Department of Justice has issued a supplemental information request in connection with the HSR filing made in connection with this Agreement and upon such 90th day the only conditions precedent to the Closing that remain unsatisfied are those in Sections 8.4 and 9.4 due to the failure of the applicable waiting period under the HSR Act to expire or terminate; provided, howeverfurther, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii10.1(c) will not be available to any party whose failure to perform or observe any of comply with its obligations under this Agreement or any Transaction Agreement has been the cause ofwill have caused, or otherwise resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bd) by mutual written consent of the parties hereto; (c) by the JDH EntitiesBuyer, if any there has been a breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement made by Sellers in this Agreement such that the conditions set forth in Section 8.1 or 8.2 would not be satisfied as of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, Closing Date and such breach or condition is not curable or, if curable, is not cured within ten (10) 10 days after written notice thereof is given by Buyer to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSellers Representative; or (de) by the StockholdersSellers, if either there has been a breach of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement made by Buyer in this Agreement such that the conditions set forth in Section 9.1 or 9.2 would not be satisfied as of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, Closing Date and such breach or condition is not curable or, if curable, is not cured within ten (10) 10 days after written notice thereof is given by Sellers Representative to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachBuyer.

Termination Events. Subject Except as otherwise provided in Section 3.01(b) below, the Forbearance Period shall automatically terminate immediately upon prior written notice (including via email among counsel) from the Agent or the Required Supporting Lenders to the provisions of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Borrower of the Merger in occurrence of any of the manner hereinafter providedfollowing events (each, as follows:a “Termination Event”): (a) by the Stockholdersfailure of any Loan Party to comply with any term, on the one handcondition, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereundercovenant set forth in this Agreement; (iib) other than the Closing Specified Defaults, there occurs either any Event of Default or Default under the Credit Agreement that is not cured within five (5) Business Days after the Borrower’s receipt of written notice from the Agent or the Required Supporting Lenders; provided that the Forbearance Period shall not have occurred on automatically terminate without notice immediately upon the occurrence of an Event of Default under Section 8.01(g) or before December 31, 20058.01(h) of the Credit Agreement; provided, however, it is agreed that the right entry into this Agreement and any filings or other statements related thereto shall not be the occurrence of an event described in Section 8.01(g)(ii) of the Credit Agreement and therefore shall not terminate the Forbearance Period; (c) the Borrower, in writing (including via email among counsel), notifies any Supporting Lender or its representatives that it is terminating discussions with the Supporting Lenders regarding a Potential Transaction; (d) any representation or warranty made by any Loan Party contained in this Agreement or in any certificate, document or financial or other statement furnished by the Borrower or any other Loan Party at any time under or in connection with this Agreement shall be incorrect in any material respect as of the date hereof, except to terminate the extent such representations and warranties expressly relate to an earlier date, in which case they shall have been untrue or incorrect in any material respect as of such earlier date; provided, that if any such representation or warranty is qualified by or subject to a materiality qualification, such representation or warranty shall fail to be true and correct (after giving effect to any qualification therein) in all respects; (e) the commencement of any action, suit, litigation, investigation or other proceeding against the Agent or any Supporting Lender by any Loan Party or any of its Affiliates asserting claims relating in any way to the Credit Agreement, the other Credit Documents or this Agreement; (f) any transaction or payment by any Loan Party or Restricted Subsidiary that is outside of the ordinary course of business of such Loan Party or Restricted Subsidiary, provided that any transaction or payment made by any Loan Party or Restricted Subsidiary in connection with or as a result of its financial condition, including but not limited to payments of advisor fees, legal fees, work-out, refinancing restructuring-related costs, or similar payments, shall be deemed to have been made in the ordinary course of business of such Loan Party or Restricted Subsidiary; (g) the incurrence by any Loan Party or Restricted Subsidiary of any Lien under clauses (xi) and (xii) of Section 7.16 of the Credit Agreement; (h) the granting of any security interest by any Loan Party or any Restricted Subsidiary other than pursuant to any Credit Document (including, without limitation, any security interest in any Equity Interests in Gotham Advanced Media and Entertainment, LLC (“GAME”)); (i) the incurrence by any Loan Party or Restricted Subsidiary of any Indebtedness for funded debt or any Indebtedness under clauses (vii) (in excess of $2,500,000.00), (x) (in excess of $2,000,000.00), (xii), (xiii) and (xv) of Section 7.14 of the Credit Agreement; provided that the Loan Parties and the Restricted Subsidiaries shall be permitted to incur obligations in respect of corporate overhead or other amounts allocated from Sphere Entertainment or Sphere Entertainment Group to any Loan Party or Restricted Subsidiary so long as such obligations are (i) not paid in cash, (ii) unsecured and (iii) do not exceed $300,000.00 in the aggregate from and after the Effective Date; (j) the making of any Investment by any Loan Party or Restricted Subsidiary other than (i) any Investment in any Loan Party or (ii) any Permitted Investment (other than any Permitted Investment under clause (e) or (k) of the definition thereof); (k) the making of any Permitted Parent Payment by any Loan Party or Restricted Subsidiary, except payment in respect of indemnities incurred by the Parent, officers, and/or directors in connection with managing the business or affairs of the Parent, the Loan Parties or any Subsidiary, provided that such payments are pursuant to agreements or arrangements in effect at the Parent prior to the Original Effective Date; (l) the making of any, direct or indirect, Restricted Payment by any Loan Party or Restricted Subsidiary (other than payments to Loan Parties) (including with respect to reimbursement of legal or other professional fees and expenses, but excluding any customary director fees and expenses (including payments in respect of indemnification obligations) and employee and officer compensation (including, but not limited to, bonuses) in the ordinary course of business, provided, that the payments of such customary director fees and expenses and employee and officer compensation shall not exceed $50,000.00 in the aggregate from and after the Effective Date, provided, further, such aggregate cap shall not apply to payments in respect of indemnities incurred by the Parent, officers, and/or directors in connection with managing the business or affairs of the Parent, the Loan Parties, or any Subsidiary); (m) the making of any other payment or transfer of value, assets or property by any Loan Party to the Parent or any of its Affiliates (other than the Loan Parties), except pursuant to (i) agreements or arrangements in effect prior to the Original Effective Date, or (ii) any future agreements or arrangements that are on a basis no less favorable to the Loan Party or such Restricted Subsidiary than those that could be obtained at the time for a comparable transaction in an arm’s-length dealing with an unrelated third party (or for purposes of agreements or arrangements with GAME, on a basis no less favorable to the Loan Party or such Restricted Subsidiary than those obtained for a substantially comparable transaction between GAME and YES Network); (i) any amendment, waiver, supplement or other modification to any employment agreement or employee compensation plan by any Loan Party other than in the ordinary course of business, (ii) the entry by any Loan Party into any new employment agreement or employee compensation plan other than in the ordinary course of business; (iii) the payment of any amount contemplated by any employment agreement or employee compensation plan before the date on which such amount becomes due and payable pursuant to the terms of such agreements or plans, as applicable; or (iv) the payment of any bonus, incentive, retention, severance, change of control, or termination payment, except for payments when due in accordance with the terms of any employment agreement or employee compensation plan that any Loan Party has entered into prior to the Original Effective Date, as applicable, provided that in no event during the Forbearance Period shall any change of control or similar payments be paid as a result of this Agreement or any contemplated restructuring of the Obligations; (o) the effecting of any transaction under Section 7.22 or Section 7.23 of the Credit Agreement by any Loan Party or Restricted Subsidiary; (p) the incurrence of any Guarantee in excess of $2,000,000.00 by any Loan Party or Restricted Subsidiary under clause (v) of Section 7.15 of the Credit Agreement; (q) the effecting of any transaction with any Affiliate by any Loan Party or Restricted Subsidiary, except as permitted under Section 7.20 of the Credit Agreement (other than clauses (d) and (h) thereof); (r) the making of any Disposition by any Loan Party or any Restricted Subsidiary under clause (iv) of Section 7.24 of the Credit Agreement; (s) the formation, establishment, or acquisition of any Subsidiary by any Loan Party or by any Restricted Subsidiary; (t) the taking of any action by any Loan Party or Restricted Subsidiary that results in a Guarantor becoming an Excluded Subsidiary; (u) the failure by the Borrower to provide written notice to ▇▇▇▇▇ ▇▇▇▇ within three (3) Business Days of receipt of any written notice of any proceeding commenced, or, to the actual knowledge of the Borrower (with such actual knowledge to be the actual knowledge of the Chief Executive Officer, the Executive Vice President of Business Affairs and Distribution, the Borrower’s in-house legal counsel, or the Borrower’s outside advisors at PJT Partners LP and/or ▇▇▇▇, ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP so long as such notice is received by persons at such firms who are advising the Borrower in connection with this Agreement), threatened against any Loan Parties; (v) subject to applicable confidentiality restrictions, the failure of the Loan Parties to promptly provide any information regarding the Loan Parties and their subsidiaries reasonably requested from time to time by ▇▇▇▇▇ ▇▇▇▇ or FTI, provided that the Loan Parties shall have two (2) Business Days to cure such failure from the date that the Agent or Supporting Lenders provide written notice of termination of this Agreement pursuant to this Section 6.1(a)(ii3.01(v); (i) will not be available the failure by the Borrowers to any party whose failure to perform or observe pay any of its obligations under this Agreement the reasonable and documented fees and expenses of Advisors within five (5) Business Days after the receipt of an invoice therefor or any Transaction Agreement has been (ii) the cause of, or resulted in, termination by the failure Borrower of the Closing to occur on or before such dateengagement letter between the Borrower and FTI, unless there shall have been a breach by FTI of the terms thereof; or (iiix) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) failure by the JDH EntitiesBorrower to pay in cash, if on or before April 7, 2025, all accrued and unpaid interest on all outstanding Obligations and any of other accrued and unpaid fees under the Stockholders materially breaches any of its representationsLoan Documents through April 7, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach2025.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Purchaser if (i) at there is a material Breach of any time following execution representation, warranty, covenant or obligation of the Seller and such Breach shall not have been cured within thirty (30) days after the delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available written notice thereof to the borrower thereunder upon Seller to the extent such borrower's satisfaction Breach would cause the related condition precedent to Closing not to be satisfied, provided, that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 7.1(a) if it is then in material breach of all applicable terms and conditions thereunderany representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 6; (iib) by the Closing Seller if (i) there is a material Breach of any representation, warranty, covenant or obligation of the Purchaser and such Breach shall not have occurred on been cured within thirty (30) days after the delivery of written notice thereof to the Purchaser to the extent such Breach would cause the related condition precedent to Closing not to be satisfied, provided, that the Seller shall not have the right to terminate this Agreement pursuant to this Section 7.1(b) if it is then in material breach of any representations, warranties, covenants or before December 31other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 5; (c) by the Purchaser or the Seller if the Transactions shall not have been consummated by April 30, 20052023; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii7.1(c) will shall not be available to any party Party whose action or failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement act has been the a principal cause of, of or resulted in, in the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior date and such action or failure to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to act constitutes a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any material breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiesthis Agreement; provided, howeverfurther if a Party has initiated any Proceeding to specifically enforce this Agreement, that no cure period will be permitted for any the other Party shall not have the right to terminate this Agreement pursuant to this Section 7.1(c) while such breach that by its nature cannot be cured or as a result of such breachProceeding is still pending; or (d) by the Stockholders, if either mutual written consent of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of Purchaser and the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSeller.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and the Transactions may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) at any time, by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written agreement of the Short-Term Line of Credit Agreement Buyer and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeSeller; (b) by mutual the Buyer upon written consent notice to the Seller, if any of the parties heretoconditions in Section 5.2 shall not have been satisfied on or before the Outside Date, for any reason other than a material breach or default by the Buyer of its covenants, agreements, or other obligations hereunder, or any of its representations herein not being true and accurate in all material respects when made or when otherwise required by this Agreement to be true and accurate in all material respects; (c) by the JDH EntitiesSeller upon written notice to the Buyer, if any of the Stockholders materially breaches conditions in Section 5.3 shall not have been satisfied on or before the Outside Date, for any reason other than a material breach or default by the Seller of their covenants, agreements, or other obligations hereunder, or any of its representations, warranties, covenants their representations herein not being true and accurate in all material respects when made or other agreements under when otherwise required by this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; ortrue and accurate in all material respects; (d) by the StockholdersSeller, if either prior to the Closing Date a representation or warranty of the JDH Entities materially breaches any Buyer contained in this Agreement shall be inaccurate or shall have become inaccurate as of its representations, warranties, covenants or other agreements under a date subsequent to the date of this Agreement (provided that as if made on such subsequent date), or a material failure to perform any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, Buyer set forth in this Agreement shall have occurred (provided such inaccuracy or failure to perform has not been cured within 10 Business Days of receipt of written notice to Buyer from the Seller with respect to any such inaccuracy or failure to perform), in each case that would cause one or more conditions set forth in Section 5.3 not to be satisfied; provided that the Seller is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 5.2 not to be satisfied; (e) by the Buyer, if prior to the Closing Date a representation or warranty of the Seller contained in this Agreement shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), or a material failure to perform any covenant contained hereinor agreement on the part of the Seller set forth in this Agreement shall have occurred (provided such inaccuracy or failure to perform has not been cured within 10 Business Days of receipt of written notice to Seller from the Buyer with respect to such inaccuracy or failure to perform), such breach in each case that would cause one or more conditions set forth in Section 5.2 not to be satisfied; provided that the Seller is not cured within ten then in breach of this Agreement so as to cause any of the conditions set forth in Section 5.3 not to be satisfied; or (10f) days after by either the Seller or the Buyer (the “First Party” for the purposes of this Section 9.1(f)), by written notice to the JDH Entities by other Party, if any permanent Order having the Stockholders; providedeffect of permanently restraining, howeverenjoining or prohibiting the Transactions shall have become final and non-appealable, provided that no cure period will be permitted for any such breach that by the First Party has complied with all of its nature cannot be cured or as a result of such breachobligations hereunder in all material respects.

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2parties by law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated hereby may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) Mutually, by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery written consent of the Short-Term Line Company and Consent of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderInvestors; (iib) by either the Company or Consent of the Investors by giving written notice to the other party or parties if the Closing shall not have occurred on prior to June 30, 2003, unless extended by written agreement of the parties; provided that the party seeking termination pursuant to this subsection (b) is not in default or before December 31, 2005; breach hereunder and provided, howeverfurther, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(iisubsection (b) will shall not be available (i) to any party whose failure to perform or observe fulfill any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or date or (iiiii) in the Incapacity event that the Closing shall not have occurred as a result of JQH occurs at a failure of any time representation to be true and correct in all material respects and the party seeking termination knew of such breach prior to the Effective Time; date of this Agreement (b) by mutual written consent of such failing or knowing party being the parties hereto"Delaying Party"); (c) by either the JDH Entities, if any Company or Consent of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after Investors by giving written notice to the Stockholders other party or parties if any Governmental Entity shall have issued an injunction or other ruling prohibiting the consummation of any of the transactions contemplated by the JDH Entities; provided, however, that no cure period will be permitted for any this Agreement and such breach that by its nature caninjunction or other ruling shall not be cured subject to appeal or as a result of such breach; orshall have become final and unappealable; (d) by either the Company or Consent of the Investors in the event that Stockholder Approval is not obtained at the Stockholders' Meeting; or (e) by the Company, if either the Company's board of directors shall have recommended to the stockholders of the JDH Entities materially breaches any Company an Alternative Proposal; provided that, in order for the termination of its representations, warranties, covenants or other agreements under this Agreement pursuant to this clause (provided that any representatione) to be deemed effective, warrantythe Company shall have complied with all provisions of Sections 7.4, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and7.14, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachand 7.21.

Termination Events. Subject Anything contained in this Agreement to the provisions contrary notwithstanding (other than as provided in the last sentence of this Section 6.2, 11.1) this Agreement may be terminated and abandoned, by written notice given at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing Date: (a) by mutual written consent of the Stockholders, on Company (with the one hand, prior written consent of the Agent) and Buyer; or (b) by either the Company (with the prior written consent of the Agent) or by the JDH Entities, on the other hand, ifBuyer: (i) at if the Bankruptcy Court does not approve this Agreement for any time following execution and delivery of reason or if a Governmental Authority issues a final, non-appealable Order permanently prohibiting the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005transactions contemplated hereby; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii11.1(b)(i) will shall not be available to any party Party whose failure to perform or observe any breach of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject has resulted in such failure to a materiality approve or similar qualification will such Order; (ii) if the Closing shall not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders have occurred by the JDH Entitiesclose of business on September 10, 2018 (the “Outside Date”); provided, however, that no the right to terminate this Agreement pursuant to this Section 11.1(b)(ii) shall not be available to any Party whose breach of any of such Party’s representations, warranties, covenants, or agreements contained herein results in the failure of the Closing to be consummated by such time; (iii) if the Sale Order is vacated; or (c) by Buyer: (i) in the event of any breach of any of Sellers’ agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Section 9.1 or 9.2 to be satisfied, and Sellers have failed to cure period will be permitted for any such breach by the earlier of (A) the Outside Date and (B) the date that by its nature cannot be cured or as a result is 15 days after receipt of Buyer’s written notice of such breach; provided, however, that Buyer is then not in material breach of any of Buyer’s representations, warranties, covenants or agreements contained in this Agreement; or (d) by the Stockholders, if either Company (with the prior written consent of the JDH Entities materially breaches Agent): (i) except as provided in Section 11.1(d)(ii), in the event of any breach of any of its Buyer’s agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Section 10.1 or 10.2 to be satisfied, and the failure of Buyer to cure such breach by the earlier of (A) the Outside Date and (B) the date that is 15 days after receipt of Sellers’ written notice of such breach; provided, however, that Sellers are not then in material breach of any of their representations, warranties, covenants or agreements contained in this Agreement; or (ii) if (A) the conditions to Closing in Article IX have been satisfied (or waived by Buyer), other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach than those conditions that by its their nature cannot can only be cured or as a result of such breach.satisfied at Closing,

Termination Events. Subject At any time prior to the provisions of Section 6.2Closing, this Agreement may be terminated and abandoned, the Transactions abandoned by written notice given prior to authorized action taken by the effectiveness of the Merger in the manner hereinafter provided, as followsterminating party: (a) by mutual written consent by Purchaser and Seller Parties and the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany; (iib) by either Purchaser or Seller Parties, if the Closing shall not have occurred on or before December 31, 20052017 or such other date that Purchaser and the Company may agree upon in writing (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to under this clause (b) of Section 6.1(a)(ii) will 7.1 shall not be available to any party whose failure to perform breach (or observe any whose Affiliate’s breach) of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, in the failure of the Closing to occur on or before such datethe Termination Date; or (iii) [*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Incapacity of JQH occurs at any time prior Securities and Exchange Commission pursuant to the Effective Time; (b) by mutual written consent Rule 24b-2 of the parties hereto;Securities Exchange Act of 1934, as amended. (c) by the JDH Entitieseither Purchaser or Seller Parties, if any permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the Stockholders Transactions shall have become final and nonappealable; (d) by Purchaser, if a Seller Party shall have materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that breached any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, and such breach is shall not have been cured within ten (10) 30 days after receipt by Seller Parties from Purchaser of written notice to the Stockholders by the JDH Entities; of such breach (provided, however, that no such cure period will shall be permitted for available or applicable to any such breach that which by its nature cannot be cured) and if not cured within the timeframe above and at or as a prior to the Closing, such breach would result in the failure of such breachany of the conditions set forth in Section 5.1 or Section 5.2 to be satisfied; or (de) by the StockholdersSeller Parties, if either of the JDH Entities Purchaser shall have materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that breached any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, and such breach is shall not have been cured within ten (10) 30 days after receipt by Purchaser from the Company of written notice to the JDH Entities by the Stockholders; of such breach (provided, however, that no such cure period will shall be permitted for available or applicable to any such breach that which by its nature cannot be cured) and if not cured within the timeframe above and at or as a prior to the Closing, such breach would result in the failure of such breachany of the conditions set forth in Section 5.1 or Section 5.3 to be satisfied.

Termination Events. Subject Notwithstanding anything to the provisions of Section 6.2contrary in this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated hereby abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution written consent of ABB and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderPurchaser; (iib) by either ABB or Purchaser, if the Closing shall not have occurred on or before December been consummated by July 31, 20052004; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(iiclause (b) will shall not be available to any a party whose failure to perform or observe fulfill any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH EntitiesABB, if Purchaser in any of the Stockholders materially breaches material respect shall have breached or failed to perform or comply with any of its representations, warranties, covenants or other agreements under contained in this Agreement Agreement, which breach or failure to perform or comply: (provided that any representation, warranty, covenant or agreement of i) would give rise to the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach failure of a covenant contained hereincondition set forth in Section 8.3; and (ii) has not been, such breach or is not incapable of being, cured by Purchaser within ten (10) 30 days after of Purchaser’s receipt of written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orthereof from ABB; (d) by the StockholdersPurchaser, if either of the JDH Entities materially breaches ABB in any material respect shall have breached or failed to perform or comply with any of its representations, warranties, covenants or other agreements under contained in this Agreement Agreement, which breach or failure to perform or comply: (provided that i) would give rise to the failure of a condition set forth in Section 8.2; and (ii) has not been, or is incapable of being, cured by ABB within 30 days of ABB’s receipt of written notice thereof from Purchaser; (e) by Purchaser, if there has occurred any representationchange in, warrantyor effect on, covenant or agreement the Acquired Group which (i) would give rise to the failure of the JDH Entities contained herein that condition set forth in Section 8.2(f); and (ii) has not been, or is subject to a materiality or similar qualification will not be so qualified for purposes incapable of determining the existence being, cured by ABB within 30 days of any breach thereof on the part ABB’s receipt of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice thereof from Purchaser; (f) by Purchaser, if any proceeding is instituted by ABB (or any parent company of ABB), or ABB (or such parent company) publicly announces an intention to institute such a proceeding, to adjudicate any of them bankrupt or insolvent, or seeking liquidation, winding up or reorganization arrangements, or adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization (but excluding, for the JDH Entities avoidance of doubt, the merger contemplated by the StockholdersSchedule 11.6 of this Agreement); providedand (g) by ABB, howeverif any proceeding is instituted by Purchaser (or any parent company of Purchaser), that no cure period will be permitted for or Purchaser (or such parent company) publicly announces an intention to institute such a proceeding, to adjudicate any such breach that by of them bankrupt or insolvent, or seeking liquidation, winding up or reorganization arrangement, adjustment, protection, relief or composition of its nature cannot be cured debts under any Law relating to bankruptcy, insolvency or as a result of such breachreorganization.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by at any time prior to Closing upon prior written notice given prior by (or on behalf of) the party electing to terminate this Agreement to the effectiveness of the Merger in the manner hereinafter provided, as followsother party: (a) by the Stockholdersmutual agreement of Buyer and Seller (expressed in writing); (b) by either Buyer or Seller, on the one hand, or by the JDH Entities, on the other hand, if: if (i) at a Governmental Authority whose approval is necessary to consummate the transactions contemplated hereby shall have refused to approve the transactions contemplated hereby, and such decision is non-appealable, or (ii) any time following execution and delivery permanent injunction, court order or other order, decree or ruling of any court of competent jurisdiction or other Governmental Authority or new law or change to existing law permanently restraining, enjoining or otherwise preventing the consummation of the Shorttransactions contemplated hereby shall have been issued and become final and non-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderappealable; (iic) the by either Buyer or Seller, if Closing shall not have occurred on or before December 31by October 1, 20052012; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii11.1(c) will shall not be available to (i) any party whose breach of its representations and warranties in this Agreement or whose failure to perform any of its covenants and agreements under this Agreement shall have been a contributing cause of, or resulted in, the failure of Closing to occur on or before such date, or (ii) any party whose failure to perform or observe fulfill any of its obligations material obligation under this Agreement or any Transaction Agreement whose failure to use all good faith efforts to promptly cause the satisfaction of the conditions under Article 7 or Article 8, as applicable, has been the cause of, or resulted in, the failure of the Closing to occur on or before by such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the StockholdersBuyer, if either a Material Adverse Effect shall have occurred since the Balance Sheet Date; (e) by Buyer, upon a breach in any material respect of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement by Seller set forth in this Agreement, or if any representation or warranty of Seller or ▇▇▇▇▇▇▇ shall have been materially breached or shall have been or become materially untrue, in any such case that the JDH Entities contained herein that is subject to conditions set forth in Article 7 would be incapable of being satisfied by October 1, 2012 (or any later date as such date may be otherwise extended by Buyer); or (f) by Seller, upon a materiality or similar qualification will not be so qualified for purposes of determining the existence breach in any material respect of any breach thereof covenant or agreement on the part of the JDH Entities) andBuyer set forth in this Agreement, with respect to or if any breach representation or warranty of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for Buyer shall have been materially breached or shall have been or become materially untrue in any such breach case such that the conditions set forth in Article 8 would be incapable of being satisfied by its nature cannot October 1, 2012 (or any later date as such date may be cured or as a result of such breachotherwise extended by Seller).

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the StockholdersPurchaser, on the one hand, or by the JDH Entities, on the other hand, if: (i) at if any time following execution and delivery material Breach of the Short-Term Line representations, warranties or covenants of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate Seller set forth in this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) committed by the JDH Entities, if any of Seller and such Breach has not been (A) waived by Purchaser or (B) cured by the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured Seller within ten (10) days after the Seller receipt of written notice to the Stockholders thereof from Purchaser; (b) by the JDH Entities; providedSeller, howeverif any material Breach of any of the representations, that no cure period will be permitted for any warranties, or covenants of Purchaser set forth in this Agreement has been committed by Purchaser and such breach that Breach has not been (i) waived by its nature cannot be the Seller or (ii) cured or as a result by Purchaser within ten (10) days following Purchaser’s receipt of written notice of such breach; orBreach from the Seller; (c) by Purchaser, if any of the conditions in Section 6 has not been satisfied as of the date and time that the Contemplated Transactions would otherwise be completed hereunder if not for the failure of such condition or conditions or if satisfaction of such a condition is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has not waived such condition on or before the Closing Date; (d) by the StockholdersSeller, if either any of the JDH Entities materially breaches any conditions in Section 7 has not been satisfied as of its representations, warranties, covenants the date and time that the Contemplated Transactions would otherwise be completed hereunder if not for the failure of such condition or conditions or if satisfaction of such a condition is or becomes impossible (other agreements than through the failure of the Seller to comply with their obligations under this Agreement Agreement) and the Seller have not waived such condition on or before the Closing Date; (provided that any representatione) by mutual written consent of Purchaser and the Seller; or (f) by either Purchaser or the Seller, warranty, covenant or agreement if the Closing has not occurred (other than through the failure of the JDH Entities contained herein that is subject party seeking to a materiality terminate this Agreement to comply fully with its obligations under this Agreement) on or similar qualification will not be so qualified for purposes of determining before December 31, 2021, or such later date as the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachparties may agree upon in writing.

Termination Events. Subject By notice given prior to or at the provisions of Closing, subject to Section 6.29.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholdersmutual, on the one hand, or by the JDH Entities, on the other hand, if:written Consent of Seller and Buyer; or (b) (i) at by Buyer if any time following execution and delivery of the Short-Term Line conditions in Article 7 have not been satisfied as of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's Closing Date or if satisfaction of all applicable terms such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and conditions thereunder; Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Article 8 have not been satisfied as of the Closing shall Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Seller to comply with their obligations under this Agreement) and Seller has not have occurred waived such condition on or before December 31the Closing Date; or (c) by Buyer or Seller by giving written notice of termination to the other party, 2005if there shall have been a material breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of the other party, which breach is not cured within ten (10) days following written notice given by the terminating party to the party committing such breach, or which breach by its nature cannot be cured prior to the Closing; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii9.1(c) will shall not be available if at the time the terminating party is in material breach of any representation, warranty, covenant or other agreement contained herein; or (d) by Buyer or Seller upon written notice to the other, if the Closing shall not have taken place on or before September 1, 2005; provided, that this date shall automatically be extended by sixty (60) days if the parties are unable to consummate the Contemplated Transactions because HSR Consent has not yet been obtained (regardless of whether all other conditions to Closing have been satisfied); provided, further, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to any party whose failure to perform or observe any of comply with its obligations under this Agreement or any Transaction Agreement has been the cause of, of or resulted in, in the failure of the Closing to occur on or before such datetime; or (iiie) the Incapacity of JQH occurs at any time prior by Buyer, pursuant to the Effective Time; (b) by mutual written consent terms of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSection 5.9; or (df) by the StockholdersBuyer, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice pursuant to the JDH Entities terms of Section 7.9(a); or (g) by Buyer, pursuant to the Stockholdersterms of Section 5.18; providedor (h) by Seller, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result pursuant to the terms of such breachSection 5.18(d).

Termination Events. Subject to the provisions of Section 6.2, this (a) This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, ifClosing: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; Purchaser, the Company and the Stockholders’ Representative; (cii) by written notice from the JDH EntitiesPurchaser to the Company and the Stockholders’ Representative, if any there has been a breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement by the Company or the Stockholders, or any such representation or warranty shall become untrue after the date of this Agreement, such that the Stockholders contained herein that is subject to a materiality conditions in Section 5.1 or similar qualification will Section 5.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) twenty (21) days after written notice thereof is given by the Purchaser to the Company and the Stockholders’ Representative, and (B) the Expiration Date; (iii) by written notice from the Stockholders’ Representative to the Purchaser, if there has been a breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 5.1 or Section 5.3 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Stockholders’ Representative to the Stockholders by Purchaser, and (B) the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachExpiration Date; or (div) by five (5) days’ prior written notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Company and the Stockholders’ Representative, if either as the case may be, in the event the Closing has not occurred on or prior to December 31, 2017 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the JDH Entities materially breaches any party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Expiration Date. (b) In the event of its representations, warranties, covenants or other agreements under termination of this Agreement (provided that any representationpursuant to this ARTICLE VIII, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not this Agreement shall forthwith become void and there shall be so qualified for purposes of determining the existence of any breach thereof no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 4.7 (Confidentiality), Section 10.3 (Fees and Expenses), Section 10.4 (Waiver; Amendment), Section 10.5 (Entire Agreement), Section 10.6 (Execution of Agreement; Counterparts; Electronic Signatures), Section 10.7 (Governing Law; Venue), Section 10.8 (Attorneys’ Fees), Section 10.9 (Assignment and Successors), Section 10.11 (Notices), Section 10.12 (Severability), Section 10.13 (Schedules and Exhibits) and this Section and the JDH Entitiesdefinitions used in each of the foregoing sections, including those set forth in Exhibit 1 hereto, all of which shall survive such termination and the Termination Date. In addition, within two (2) anddays of the termination date, the Company shall return the Purchaser the loan amount provided to the Company by Purchaser, in a principal amount of US $96,295together with respect to any accrued interest. Notwithstanding the foregoing, nothing contained in this Agreement shall relieve any party from liability for any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachthis Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholdersmutual consent of Parent and the Company; (b) by either Parent or the Company if the Closing has not taken place on or before the End Date (as defined below), other than as a result of any failure on the one hand, part of such terminating party to comply with or perform any covenant or obligation of such terminating party set forth in this Agreement; (c) by the JDH Entities, on the other hand, if: Parent if (i) at any time following execution and delivery representation or warranty of the Short-Term Line Company or any Key Stockholder contained in this Agreement shall be inaccurate or shall have been breached as of Credit Agreement and prior to Closingthe date of this Agreement, funding thereunder is not available or shall have become inaccurate or shall be breached as of a date subsequent to the borrower thereunder upon date of this Agreement (as if made on such borrower's satisfaction subsequent date), such that the condition set forth in Section 7.1 would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date, (A) all applicable terms “Material Adverse Effect” and conditions thereunder; other materiality qualifications (other than those set forth in Section 2.5(a)), and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded), or (ii) any of the Closing covenants or obligations of the Company or any Key Stockholder contained in this Agreement shall not have occurred on or before December 31, 2005been breached in any material respect; provided, however, that if an inaccuracy in or breach of any representation or warranty of the right Company or any Key Stockholder as of a date subsequent to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any the date of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for Company or any such breach that by its nature cannot be cured or as a result of such breach; or (d) Key Stockholder is curable by the Stockholders, if either Company or such Key Stockholder through the use of commercially reasonable efforts during the JDH Entities materially breaches any 30-day period after Parent notifies the Company in writing of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any such inaccuracy or breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.the

Termination Events. Subject to the other provisions of this Section 6.29, this Agreement may be terminated and abandonedmay, by written notice given at or prior to the effectiveness of the Merger Closing in the manner hereinafter provided, as followsbe terminated and abandoned: (a) by By either the StockholdersSellers and the Stockholder, on the one hand, or by the JDH EntitiesBuyer, on the other, if a material default or breach shall be made by the other handwith respect to (i) the due and timely performance of any of its covenants and agreements contained herein, if:or (ii) the due compliance with any of its representations and warranties contained in Sections 3 and 3A or Section 4, as the case may be, except (in the case of the Sellers and the Stockholder) for any lack of compliance that arises from an event or condition that (together with all other events or conditions) would not be a Material Event, and such breach or default has not been (i) cured within 15 days after notice thereof is given to the breaching party or (ii) waived by the non-breaching party; (i) at any time following execution and delivery by the Buyer if all of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing set forth in Section 5.1 shall not have occurred been satisfied on or before November 30, 1997, or in the event of a second request by the Federal Trade Commission or other appropriate Governmental Body pursuant to either parties' ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ filing, December 31, 2005; provided1997, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the other than through failure of the Closing Buyer to occur fully comply with its obligations hereunder, or shall not have been waived by it on or before such datedates; or (ii) by the Sellers and the Stockholder if all of the conditions set forth in Section 5.2 shall not have been satisfied on or before November 30, 1997, or in the event of a second request by the Federal Trade Commission or other appropriate Governmental Body pursuant to either parties' ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ filing, December 31, 1997, other than through failure of the Sellers and the Stockholder to fully comply with their obligations hereunder, or shall not have been waived by it on or before such dates; (c) By either the Sellers, the Stockholder or the Buyer if there shall have occurred a Material Event; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bd) by mutual written consent of the parties hereto; (c) by Sellers, the JDH Entities, if any of Stockholder and the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachBuyer.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) By mutual agreement of Gaylord, Seller and Buyer. (b) By Buyer, (i) if there h▇▇ ▇▇▇▇ a material violation or breach by Gaylord or Seller of any of the agreements, representations or warrant▇▇▇ ▇▇▇tained in this Agreement which has not been waived in writing by Buyer and which is not capable of being, or is not, cured by Gaylord or Seller within five (5) Business Days after Gaylord or Selle▇ ▇▇▇▇▇ves written notice thereof, or (ii) if any of t▇▇ ▇▇▇▇itions set forth in Article VIII have not been satisfied by the StockholdersClosing or have not been waived in writing by Buyer. (c) By Gaylord and Seller, (i) if there has been a material violation or brea▇▇ ▇▇ ▇uyer of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Gaylord and Seller and which is not capable of being, or is not, cured ▇▇ ▇▇▇er within twenty (20) days after Buyer receives written notice thereof, or (ii) if any of the conditions set forth in Article IX have not been satisfied by the Closing or have not been waived in writing by Gaylord and Seller. (d) By either Buyer, on the one handhan▇, or by the JDH Entities▇▇ ▇aylord and Seller, on the other hand, if: (i) at any time following execution and delivery of if the Short-Term Line of Credit transactions contemplate▇ ▇▇ ▇▇is Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred been consummated on or before December 31February 28, 2005; 2002, provided, howeverthat, that the such right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will of termination shall not be available to any party whose failure to perform fulfill any obligation or observe any of its obligations condition under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing transactions contemplated hereby to occur be consummated on or before such that date; or. (iiie) By either Buyer, on the Incapacity of JQH occurs at any time prior to one hand, or Gaylord and Seller, on the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entitiesother hand, if the other makes an assignmen▇ ▇▇▇ ▇he benefit of creditors, files a voluntary petition in bankruptcy or seeks or consents to any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality reorganization or similar qualification will not be so qualified for purposes of determining the existence of relief under any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured present or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality future bankruptcy act or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) andlaw, with respect to any breach of or is adjudicated a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured bankrupt or as a result of such breachinsolvent.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Closing (whether before or after approval of this Agreement and the principal terms of the Merger in by the manner hereinafter provided, as follows:Company's shareholders): (a) by Parent if the StockholdersClosing has not taken place on or before September 30, 2000 (other than as a result of any failure on the one handpart of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement or in any other agreement or instrument delivered to the Company); (b) by the Company if the Closing has not taken place on or before September 30, 2000 (other than as a result of the failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement or in any other agreement or instrument delivered to Parent); (c) by mutual written consent of Parent and the Company; (d) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (e) by the JDH Entities, on the other hand, if: Parent if (i) at any time following execution and delivery of the Short-Term Line Company's representations and warranties contained in this Agreement shall be inaccurate as of Credit Agreement and prior to Closingthe date of this Agreement, funding thereunder is not available or shall have become inaccurate as of a date subsequent to the borrower thereunder upon date of this Agreement, such borrower's satisfaction of all applicable terms and conditions thereunder; that the condition set forth in Section 6.1 would not be satisfied, or (ii) any of the Closing Company's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not have occurred on or before December 31, 2005be satisfied; provided, however, that if an inaccuracy in any of the right 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 pursuant to under this Section 6.1(a)(ii8.1(e) will not be available to any party whose failure to perform on account of such inaccuracy or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such datebreach; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (cf) by the JDH EntitiesCompany if (i) any of Parent's representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied, or (ii) if any of the Stockholders materially breaches any of its representations, warranties, Parent's covenants or other agreements under contained in this Agreement (provided shall have been breached such that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will condition set forth in Section 7.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiessatisfied; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches an inaccuracy in any of its representations, warranties, covenants or other agreements under Parent's representations and warranties as of a date subsequent to the date of this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained hereinby Parent is curable by Parent and Parent is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, such breach is then the Company may not cured within ten (10terminate this Agreement under this Section 8.1(f) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result on account of such inaccuracy or breach.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, By Synquest on the one hand, or by the JDH EntitiesTilion, on the other hand, if:if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003; (b) (i) at By Synquest if any time following execution and delivery of the Short-Term Line conditions in Article VI or VII has not been satisfied as of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's Closing Date or if satisfaction of all applicable terms such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions thereunderin Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (iic) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing shall has not have occurred on or before December 31, 2005; provided, however, that (other than through the right failure of any party seeking to terminate this Agreement pursuant to this Section 6.1(a)(iisubparagraph (d) will not be available to any party whose failure to perform or observe any of comply fully with its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur Agreement) on or before January 31, 2003, or such date; or (iii) later date as the Incapacity of JQH occurs at any time prior to the Effective Timeparties may agree upon; (be) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by mutual providing written consent notice of its exercise of such termination rights to Synquest within five days following receipt of the parties hereto; (c) by the JDH Entitiescertificates provided for in Section 8.10 and Section 8.11, if any respectively. If Synquest has not received written notice of the Stockholders materially breaches any exercise of its representationssuch termination rights within the time period specified in the preceding sentence, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of then the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period conditions set forth in Sections 8.10 and 8.11 will be permitted for any such breach that by its nature cannot be cured or as a result deemed satisfied and the terms of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachconditions fulfilled.

Termination Events. Subject to the provisions of Section 6.2, this (a) This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, ifClosing: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoPurchaser, the Company and the Stockholders’ Representative; (cii) by written notice from the JDH EntitiesPurchaser to the Company and the Stockholders’ Representative, if any there has been a breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement by the Company or the Stockholders, or any such representation or warranty shall become untrue after the date of this Agreement, such that the Stockholders contained herein that is subject to a materiality conditions in Section 5.1 or similar qualification will Section 5.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) twenty (21) days after written notice thereof is given by the Purchaser to the Company and the Stockholders’ Representative, and (B) the Expiration Date; (iii) by written notice from the Stockholders’ Representative to the Purchaser, if there has been a breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 5.1 or Section 5.3 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Stockholders’ Representative to the Stockholders by Purchaser, and (B) the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachExpiration Date; or (div) by five (5) days’ prior written notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Company and the Stockholders’ Representative, if either as the case may be, in the event the Closing has not occurred on or prior to December 31, 2017 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the JDH Entities materially breaches any party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Expiration Date. (b) In the event of its representations, warranties, covenants or other agreements under termination of this Agreement (provided that any representationpursuant to this ARTICLE VIII, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not this Agreement shall forthwith become void and there shall be so qualified for purposes of determining the existence of any breach thereof no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 4.7 (Confidentiality), Section 10.3 (Fees and Expenses), Section 10.4 (Waiver; Amendment), Section 10.5 (Entire Agreement), Section 10.6 (Execution of Agreement; Counterparts; Electronic Signatures), Section 10.7 (Governing Law; Venue), Section 10.8 (Attorneys’ Fees), Section 10.9 (Assignment and Successors), Section 10.11 (Notices), Section 10.12 (Severability), Section 10.13 (Schedules and Exhibits) and this Section and the JDH Entitiesdefinitions used in each of the foregoing sections, including those set forth in Exhibit 1 hereto, all of which shall survive such termination and the Termination Date. In addition, within two (2) anddays of the termination date, the Company shall return the Purchaser the loan amount provided to the Company by Purchaser, in a principal amount of US $96,295together with respect to any accrued interest. Notwithstanding the foregoing, nothing contained in this Agreement shall relieve any party from liability for any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachthis Agreement.