Common use of Termination Events Clause in Contracts

Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time and the transactions contemplated hereby abandoned prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order by written mutual consent of a Governmental Body in effect permanently restrainingPurchaser A, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Company and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSeller; 10.1.4 (b) by Company the Seller or the Company, if it is not in material breach of either Purchaser has breached any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty of Contributing Party either Purchaser has become untrue, or in any case if any of each case, such that the conditions set forth in Section 3.1 6.1 or Section 3.2 6.3, as the case may be, would not be satisfiedsatisfied at a Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that neither the exercise of commercially reasonable efforts, then Seller nor the Company may terminate this Agreement under pursuant to this Section 10.1.4 only 8.1(b) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from by the Seller or the Company to Purchaser A informing Purchaser A of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; or 10.1.5 by Contributing Party provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if it either of them is not then in material breach of this Agreement in any material respect; further, provided, that, for the avoidance of its representationsdoubt, warranties, covenants or agreements contained nothing in this Agreement and there Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has been a material breach of breached any representation, warranty, covenant or agreement contained in this Agreement on Agreement, or if any representation or warranty of the part of Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 3.2.1 6.1 or Section 3.2.2 6.2, as the case may be, would not be satisfiedsatisfied as of the Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser A may not terminate this Agreement under pursuant to this Section 10.1.5 only 8.1(c) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from Contributing Party by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time and the transactions contemplated hereby abandoned prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order by written mutual consent of a Governmental Body in effect permanently restrainingPurchaser A, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Company and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSeller; 10.1.4 (b) by Company the Seller or the Company, if it is not in material breach of either Purchaser has breached any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty of Contributing Party either Purchaser has become untrue, or in any case if any of each case, such that the conditions set forth in Section 3.1 ‎6.1 or Section 3.2 ‎6.3, as the case may be, would not be satisfiedsatisfied at a Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that neither the exercise of commercially reasonable efforts, then Seller nor the Company may terminate this Agreement under pursuant to this Section 10.1.4 only ‎8.1(b) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from by the Seller or the Company to Purchaser A informing Purchaser A of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; or 10.1.5 by Contributing Party provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section ‎8.1(b) if it either of them is not then in material breach of this Agreement in any material respect; further, provided, that, for the avoidance of its representationsdoubt, warranties, covenants or agreements contained nothing in this Agreement and there Section ‎8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section ‎8.1(f); (c) by Purchaser A, if the Seller or the Company has been a material breach of breached any representation, warranty, covenant or agreement contained in this Agreement on Agreement, or if any representation or warranty of the part of Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 3.2.1 ‎6.1 or Section 3.2.2 ‎6.2, as the case may be, would not be satisfiedsatisfied as of the Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser A may not terminate this Agreement under pursuant to this Section 10.1.5 only ‎8.1(c) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from Contributing Party by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section ‎8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section ‎8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 (a) by mutual written consent of Contributing Party the Company and of CompanyParent or the Purchaser; 10.1.2 (b) by Contributing Party or Company the Company, if the Closing has not occurred (other than if the breach of any provision of this Agreement by January 31the Company, 2010NewCo or Merger Sub has been the cause of, or resulted in, the failure of, or has prevented, the Closing to be consummated by such time) on or before the date that is the nine-month anniversary of the date hereof (the “Outside Date”); provided that if all of the conditions precedent set forth in Section 10.1 and Section 10.2 have been satisfied, other than the condition precedent set forth in Section 10.1(a), and those conditions that by their nature can only be satisfied at the Closing, then the Company, by delivery of written notice to the Purchaser, may elect to extend the Outside Date for an additional period not to exceed 90 days; 10.1.3 (c) by Contributing Party Parent or Company if: the Purchaser, if the Closing has not occurred (aother than if the breach of any provision of this Agreement by Parent or the Purchaser has been the cause of, or resulted in, the failure of, or has prevented, the Closing to be consummated by such time) there is on or before the Outside Date; provided that if all of the conditions precedent set forth in Section 10.1 and Section 10.3 have been satisfied, other than the conditions precedent set forth in Section 10.1(a), and those conditions that by their nature can only be satisfied at the Closing, then the Purchaser, by delivery of written notice to the Company, may elect to extend the Outside Date for an additional period not to exceed 90 days; (d) by either the Company, Parent or the Purchaser, if any Governmental Authority has issued a nonappealable final judgment, order or decree or taken any other nonappealable order final action, in each case having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable provided that the right to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can11.1(d) shall not be cured); or 10.1.5 by Contributing Party if it is not in available to any party whose failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained under this Agreement has been the cause of or resulted in the action or event described in this Agreement on Section 11.1(d) occurring; (e) by either the part Company, Parent or the Purchaser, as the case may be, if a condition to the obligations of Company such that party to complete the conditions transactions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied10 shall have become incapable of satisfaction; provided, that, if such inaccuracy or (f) automatically upon the termination of the Asset Transfer Agreement in Company's representations and warranties or breach by Company is curable by Company through the exercise of accordance with its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)terms.

Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (iib) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

Termination Events. Except as provided in Section 10.28.2, this Agreement may be terminated at any time prior to the Closing: 10.1.1 8.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 8.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 8.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 8.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 8.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 8.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 8.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

Termination Events. Except as provided in (a) Subject to Section 10.26(d) hereof, this Agreement may be terminated at shall automatically terminate (without the requirement of notice to or by any time prior person) upon the occurrence of any of the following (each, an “Automatic Termination Event”): (i) the failure of the Company to consummate the Class A Preferred Offering and the Class B Exchange Offer by November 8, 2019; provided that, to the Closing:extent the Company has previously submitted the Offering Documents to the CNV on or before August 30, 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 (such date, as so extended if applicable, the “Expiration Date”); 10.1.1 (ii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; (iii) by the mutual written consent of Contributing Party the Company and of Companythe Requisite Noteholders; 10.1.2 by Contributing Party (iv) the Company defaults on the payment of any amount due on or Company in respect of the Private Notes or the occurrence of any other Event of Default (as such term is defined in the Private Notes) thereunder; provided that PointArgentum may waive such Automatic Termination Event in its sole discretion; or (v) if the Closing has Class A Preferred Offering and the Class B Exchange Offer are not occurred by January consummated on or before December 31, 20102019. (b) Subject to Section 6(d) hereof, 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; 10.1.3 (ii) the shareholders of the Company do not approve the Public Offerings, the Class C Preferred Offering and the issuance of the Preferred Shares in accordance with applicable law and the Company’s estatuto social on or before September 16, 2019; (iii) definitive documentation setting forth Acceptable Other Indebtedness Terms shall not have been agreed to by Contributing Party the Company and each creditor under such Other Indebtedness on or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting before the consummation of the transactions contemplated Recapitalization; (iv) (A) the Company does not launch the Class B Exchange Offer on or before October 7, 2019; provided that, to the extent the Company has previously submitted the Offering Documents to the CNV on or before August 30, 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; or (B) the Company does not launch the Class A Preferred Offering, the Common Shares Exchange Offer and the Preemptive Rights Offerings on or before the date that is 10 Business Days after the date the Class B Exchange Offer is launched; (v) the Company does not execute and deliver the Option Agreement to each Initial Consenting Noteholder on the date of this Agreement; (vi) 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 of this Agreement), other than an Event of Default related to the Payment Deferral; (vii) 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; (viii) 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; (ix) the Company publicly announces its intention not to comply with the terms of this Agreement; (x) the Interest Deferral Agreement is terminated according to its terms; (xi) the PointArgentum Subscription Agreement is not executed and delivered by the parties thereto on the date of this Agreement; or provided, that if PointArgentum does not execute and deliver the PointArgentum Subscription Agreement, PointArgentum shall not be counted in the calculation of “Requisite Noteholders” that may cause a Consenting Noteholder Termination Event pursuant to this clause (iixi); (xii) there the IRSA Subscription Agreement is any statutenot executed and delivered by the parties thereto on the date of this Agreement; provided, rulethat if IRSA does not execute and deliver the IRSA Subscription Agreement, regulation or order enacted, promulgated or issued or deemed applicable IRSA shall not be counted in the calculation of “Requisite Noteholders” that may cause a Consenting Noteholder Termination Event pursuant to this clause (xii); or (xiii) the Agreement occurrence after the date of this Agreement 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 Consenting Noteholders under this Agreement. (c) Subject to Section 6(d) hereof, 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 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 with respect to the breaching Consenting Noteholder(s) (which shall, by itself, not constitute a Company Termination Event); (ii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by any Governmental Body Authority or any court of competent jurisdiction of any ruling or order that would make prevents or delays the consummation of the transactions contemplated by this Agreement illegalRecapitalization beyond the Expiration Date; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on (iii) the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any failure of the conditions set forth in Section 3.1 or Section 3.2 would not clause (i) under the caption “Conditions” in Exhibit B hereto to be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured satisfied within 30 45 calendar days after the date the Class B Exchange Offer is launched by the Company; (iv) PointArgentum does not execute and deliver the PointArgentum Subscription Agreement to the Company on the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement; or 10.1.5 by Contributing Party if it is (v) IRSA does not in material breach of any of its representations, warranties, covenants or agreements contained in this execute and deliver the IRSA Subscription Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement to the Company on the part date of Company such this Agreement. (d) This Agreement shall terminate and all obligations of the Parties hereunder shall automatically and immediately terminate and be of no further force and effect on the Termination Date; provided that the conditions set forth in provisions of Sections 2(j), 9, 12 and 14 hereof, and the obligations of the Parties with respect thereto, shall survive any such termination until such provisions are terminated by mutual written agreement of each of the Parties. 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 Requisite Noteholders pursuant to Section 3.2.1 6(b) hereof (Consenting Noteholder Termination Event) or by the Company pursuant to Section 3.2.2 would not be satisfied6(c) hereof (Company Termination Event); provided, thatthat in no event may a Termination Date (whether as a result of an Automatic Termination Event, if such inaccuracy in Company's representations a Consenting Noteholder Termination Event or a Company Termination Event) occur following the consummation of the Class A Preferred Offering and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Class B Exchange Offer.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at terminate upon the occurrence of any time prior to of the Closing:following events (each a "Termination Event"): 10.1.1 by (i) the mutual written consent of Contributing Party the Company and of Companya Majority in Interest; 10.1.2 (ii) the Confirmation Order shall not have been entered by Contributing Party the Bankruptcy Court on or Company if before November 15, 2003; (iii) the Closing has Effective Date shall not have occurred by on or before January 31, 20102004; 10.1.3 by Contributing Party (iv) a trustee, responsible officer, or Company if: an examiner with powers beyond the duty to investigate and report, as set forth in subclauses (3) and (4) of clause (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation Section 1106 of the transactions contemplated by Bankruptcy Code shall have been appointed under Section 1104 or 105 of the Bankruptcy Code for service in the Chapter 11 Cases; (v) the Chapter 11 Cases shall have been converted to cases under Chapter 7 of the Bankruptcy Code; (vi) the Company shall have breached any material provision of this Agreement and (A) a Majority in Interest shall have provided written notice to the Company that (1) the Company has breached a material provision of this Agreement and (2) sets forth the provisions of this Agreement that have been breached; provided that the Company hereby agrees to waive the requirement (if any) that the Automatic Stay be lifted in connection with giving such notice (and not to object to any Purchaser seeking to lift the Automatic Stay in connection with giving such notice, if necessary), and (B) a ten (10) day cure period with respect to such breach shall have occurred and such breach shall remain uncured; (vii) the failure or nonoccurrence of any condition set forth in Section 3; (viii) the Plan is modified to provide for any terms that are materially adverse to the Purchasers or are materially inconsistent with the terms and provisions of the Plan or this Agreement; or (ix) the Company (i) submits an additional or further amended plan of reorganization or liquidation that is materially adverse to the Purchasers or is materially inconsistent with the terms and provisions of the Plan or this Agreement or (ii) there is any statute, rule, regulation moves to withdraw or order enacted, promulgated or issued or deemed applicable to withdraws the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Plan.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Alter and of Company▇▇▇▇▇▇▇▇▇ LLC; 10.1.2 (b) by Contributing Party or Company if the Closing has not occurred by January 31▇▇▇▇▇▇▇▇▇ LLC, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been upon a breach of any representation, warranty, covenant covenant, obligation or agreement contained in this Agreement on the part of Contributing PartyManagement, Lessee, any Alter Entity or if any representation or warranty of Contributing Party has become untrue▇▇▇▇▇▇▇▇▇ set forth in this Agreement, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 5.2(a) or 5.2(b), as the case may be, are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Alter; (c) by Alter, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of any of the ▇▇▇▇▇▇▇▇▇ Entities such that the conditions set forth in Section 3.2.2 5.3(a) or 5.3(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to ▇▇▇▇▇▇▇▇▇ LLC; or by ▇▇▇▇▇▇▇▇▇, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of any of the ▇▇▇▇▇▇▇▇▇ Entities, such that the conditions set forth in 5.4(a) or 5.4(b) are not satisfied or would be satisfied; providedincapable of being satisfied within 30 days after the giving of written notice to ▇▇▇▇▇▇▇▇▇ LLC; (d) by any of Alter or ▇▇▇▇▇▇▇▇▇ LLC if any court of competent jurisdiction in the United States shall have issued a final and unappealable permanent injunction, thatorder, if such inaccuracy in Company's representations and warranties judgment or breach by Company is curable by Company through other decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the exercise consummation of its commercially reasonable effortsthe Transactions, then Contributing Party may provided that the party seeking to terminate this Agreement under this Section 10.1.5 only clause (d) is not then in material breach of this Agreement and provided, further, that the right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling; and (e) by any of Alter, ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇ LLC if the breach is not cured within 30 days after Merger Agreement or the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by Partnership Merger Agreement shall have been terminated in accordance with its nature cannot be cured)terms.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation by mutual consent of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalBuyer and Seller; 10.1.4 (b) by Company if it the Buyer (so long as the Buyer is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Seller’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on the part of Contributing Party, or if in any representation or warranty contained in the Officer Certificate which would result in the failure of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date notice of written notice the breach from Company of such breach the Buyer; (but c) by the Seller (so long as no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Buyer’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date notice of written notice breach from Contributing Party any Seller; (d) by the Buyer if there has been a Material Adverse Effect. (e) by either the Buyer or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other non-appealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or (f) by the Buyer or the Seller if the Closing has not occurred (other than through the failure of such breach (but no cure period will be required for a breach which by party to comply fully with its nature cannot be cured)obligations under this Agreement) on or before October 31, 2012.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by notice given prior to or at the Closing, be terminated: 10.1.1 6.1.1. by mutual written consent of Contributing Party and of Company; 10.1.2 Purchaser or by Contributing Party or Company the Equityholders if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any provision of its representations, warranties, covenants or agreements contained in this Agreement and there has been a committed by the other Party and such breach has not been waived or cured within five days after receipt from the non-breaching Party of any representation, warranty, covenant or agreement contained in this Agreement on written notice specifying the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case breach; 6.1.2. (i) by Purchaser if any of the conditions set forth in Section 3.1 5.1 has not been satisfied as of the Closing Date or Section 3.2 would 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 be satisfied; providedwaived such condition on or before the Closing Date, thator (ii) by the Equityholders, if any of the conditions in Section 5.2 has not been satisfied as of the Closing Date or if satisfaction of such inaccuracy in a condition is or becomes impossible (other than through the failure of the Equityholders to comply with his obligations under this Agreement) and the Equityholders have not waived such condition on or before the Closing Date; 6.1.3. by Purchaser if the representations and warranties or breach by Contributing Party is curable through of the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if and/or the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements Equityholders contained in this Agreement and there has been shall not be true in any respect (without giving effect to any limitation as to "materiality," "Material Adverse Effect", "Material Adverse Change," or similar qualifying language set forth therein), except to the extent that any breach (either individually or in the aggregate with all other such breaches) would not reasonably be expected to have a material breach of any representation, warranty, covenant or agreement contained in this Agreement Material Adverse Effect on the part of Company and such that the conditions set forth in Section 3.2.1 untruth or Section 3.2.2 would incorrectness cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is has not been cured within 30 five days after the date giving of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).to the Company;

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated (and the transactions contemplated by this Agreement abandoned) at any time prior to the Closingcompletion of the Closing only as follows: 10.1.1 (a) by mutual written consent of Contributing Party SDC and of CompanyCorning Buyer; 10.1.2 (b) by Contributing Party either Corning Buyer or Company SDC: (i) if the Closing has shall not have occurred by January 31June 30, 2010;2014; provided, however, that, the right to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be available to any party if the failure of the Closing to have occurred by such time shall be due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; or 10.1.3 by Contributing Party (ii) if a court of competent jurisdiction or Company if: (a) there is other Governmental Authority shall have issued a non-appealable final nonappealable order Governmental Order, decree or ruling or taken any other non-appealable final action, in each case, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the Closing and the transactions contemplated hereby; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any party if such non-appealable final Governmental Order, decree or ruling or other non-appealable final action shall be due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 (c) by Company Corning Buyer if it is not SDC shall have breached or failed to perform in any material breach of respect any of its representations, warranties, covenants or other agreements contained in this Agreement Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.2(b) and there has (ii) is incapable of being cured by SDC, or, if capable of being cured by SDC, shall not have been a cured by SDC, within forty-five (45) days following SDC’s receipt of written notice from Corning Buyer of such breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case failure to perform; or (d) by SDC if any of the conditions set forth Corning Parties shall have breached or failed to perform in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in any material breach of respect any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform (i) would give rise to the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 7.3(a) or Section 3.2.2 would not be satisfied; provided7.3(b) and (ii) is incapable of being cured by the applicable Corning Party, thator, if such inaccuracy in Company's representations and warranties or breach capable of being cured by Company is curable the applicable Corning Party, shall not have been cured by Company through the exercise of its commercially reasonable effortsapplicable Corning Party, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 forty-five (45) days after the date following Corning’s receipt of written notice from Contributing Party SDC of such breach (but no cure period will be required for a breach which by its nature cannot be cured)or failure to perform.

Termination Events. Except as provided Notwithstanding any other provision of this Agreement, the Company shall be entitled, but not bound, to terminate the Employment with immediate effect by giving to the Executive notice in Section 10.2, this Agreement may be terminated writing at any time prior to after the Closingoccurrence of any one or more of the following events: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there if the Executive is a final nonappealable order guilty of any gross misconduct or behaviour which tends to bring himself or the Company or any Group Company into disrepute; or (b) if the Executive commits any material or persistent breach of this Agreement (in the case of a Governmental Body non-material persistent breach, having been given notice in effect permanently restraining, enjoining or otherwise prohibiting consummation writing of the transactions contemplated by this Agreementbreach and a reasonable opportunity to rectify the breach) or fails to comply with any reasonable order or direction of the Board; or or (c) if the Executive fails to perform his duties to the reasonable satisfaction of the Board (having been given notice in writing of: (i) the areas of underperformance, (ii) there is any statute, rule, regulation the improvements in performance that are reasonably required by the Board; and (iii) a reasonable period of time to make the necessary improvements in performance; or (d) if he becomes insolvent or order enacted, promulgated bankrupt or issued compounds with or deemed applicable grants a trust deed for the benefit of his creditors; or (e) if his behaviour (whether or not in breach of this Agreement) can reasonably be regarded as materially prejudicial to the Agreement after the date of this Agreement by any Governmental Body that would make consummation interests of the transactions contemplated by this Agreement illegal; 10.1.4 by Company or any Group Company, including if it he is not in material breach found guilty of any of its representations, warranties, covenants criminal offence punishable by imprisonment (whether or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party sentence is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedactually imposed); or 10.1.5 by Contributing Party (f) if it he has an order made against him disqualifying him from acting as a company director; or (g) if he becomes of unsound mind; or (h) if the Executive is not in material found guilty of a serious breach of the rules or regulations as amended from time to time of the UK Listing Authority (including the Model Code for transactions in securities by directors), or any other regulatory authority relevant to the Company or any Group Company or any code of its representations, warranties, covenants practice issued by the Company or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Group Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice (as amended from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedtime to time).

Termination Events. Except as provided Notwithstanding the provisions of Clauses 3 and 10, the Company shall be entitled, but not bound, to terminate the Employment with immediate effect (without a notice period or payment in Section 10.2, this Agreement may be terminated lieu of any notice period) by giving to the Executive notice in writing at any time prior to after the Closing:occurrence of any one or more of the following events (each being termination for “Cause”): 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there if the Executive is a final nonappealable order guilty of a Governmental Body in effect permanently restraining, enjoining any gross misconduct or otherwise prohibiting consummation of behaviour which tends to bring himself or the transactions contemplated by this AgreementCompany or any Group Company into disrepute; or (b) if the Executive commits any material or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date persistent breach of this Agreement by any Governmental Body that would make consummation (in the case of a non-material persistent breach, having been given notice in writing of the transactions contemplated by this Agreement illegal;breach and a reasonable opportunity to rectify the breach) or unreasonably fails to comply with any reasonable order or direction of the Board; or 10.1.4 by Company (c) if it is he becomes insolvent or bankrupt or compounds with or grants a trust deed for the benefit of his creditors; or (d) if his behaviour (whether or not in material breach of this Agreement) can reasonably be regarded as materially prejudicial to the interests of the Company or any of its representationsGroup Company, warranties, covenants or agreements contained in this Agreement and there has been a breach including if he is found guilty of any representation, warranty, covenant criminal offence punishable by imprisonment (whether or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party sentence is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedactually imposed); or 10.1.5 by Contributing Party (e) if it he has an order made against him disqualifying him from acting as a company director; or (f) if the Executive is not found guilty of any offence of bribery under the B▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or other bribery legislation in any other jurisdiction, breach of Clause 15 of this Agreement or the Company’s Anti-Bribery and Corruption Policy; or (g) if the Executive commits any material breach or persistent but non-material breach of the Articles of Association of the Company or any Group Company (in the case of its representationsa persistent but non-material breach, warranties, covenants or agreements contained having been given notice in this Agreement and there has been a material breach writing of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after and a reasonable opportunity to rectify the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedbreach).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior as follows: (a) Either Party (the “Non-Breaching Party”) may terminate this Agreement upon written notice to the Closing: 10.1.1 by mutual written consent of Contributing other Party and of Company; 10.1.2 by Contributing Party or Company (the “Breaching Party”) if the Closing Breaching Party has materially breached this Agreement and has failed to cure such breach within 30 days of the receipt of notice from the Non-Breaching Party of such breach, or, if such breach is not occurred capable of being cured within 30 days, reasonable good faith efforts have not been performed by January 31the Breaching Party to remedy such breach (failure to give such notice shall not constitute a waiver of such default or of any rights or interests arising hereunder); or (b) Either Party may terminate this Agreement upon written notice to the other Party, 2010; 10.1.3 by Contributing Party or Company if: (ai) there is a final nonappealable order substantial portion of a Governmental Body in effect permanently restraining, enjoining any Party’s assets or otherwise prohibiting consummation the conduct of the transactions business of any Party shall be substantially encumbered by extraordinary governmental action or by operation of law, including but not limited to any of the following: the action by any Governmental Authority, quasi-governmental authority, or other entity acting under color of law to (A) condemn, nationalize, seize, expropriate, or assume custody or control of all or a substantial portion of its property or assets or business operations or of its share capital; (B) cause the dissolution or disestablishment of any Party; (C) prevent any Party or its officers from carrying on its business or operations or a substantial part thereof, including but not limited to the imposition of import or export restrictions which materially impair the ability of any Party to conduct the scope of business contemplated hereby; or (D) change the composition of any Party’s board of directors in a manner other than by this Agreementvoluntary action of its board; or (ii) there any other Party initiates or is any statutethe subject of a winding-up proceeding, rulea bankruptcy proceeding, regulation or order enacteda proceeding for the appointment of a judicial manager, promulgated suffers the appointment of a receiver of all or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any a substantial part of its representations, warranties, covenants assets or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partybusinesses, or if any representation or warranty makes an assignment for the benefit of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company its creditors. (c) Corage may at its option terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of at any time, for any or no reason, effective upon at least thirty days’ advance written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)to DSPGL.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 (a) by mutual written consent of Contributing Party the Purchaser and of Companythe Seller; 10.1.2 (b) by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: Purchaser (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of so long as the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it Purchaser is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Seller’s representations, warranty, covenant warranties or agreement covenants contained in this Agreement on Agreement, which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise been cured within thirty (30) days after written notice of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach has been delivered to the Seller from the Purchaser to the extent capable of being cured; (c) by the Seller (so long as the Seller is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Purchaser’s representations, warranty, covenant warranties or agreement covenants contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not be satisfiedbeen cured within thirty (30) days after written notice of the breach has been delivered to the Purchaser from the Seller to the extent capable of being cured; (d) by either the Purchaser or the Seller 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, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 7.1(d) will not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring; or (e) Intentionally omitted and reserved; (f) by the Purchaser if the breach is Closing has not cured within 30 days after occurred (other than through the date failure of written notice from Contributing Party the Purchaser to comply fully with its obligations under this Agreement) on or before May 31, 2010; or (g) by the Seller if the Closing has not occurred (other than through the failure of such breach (but no cure period will be required for a breach which by the Seller to comply fully with its nature cannot be cured)obligations under this Agreement) on or before May 31, 2010.

Termination Events. Except as provided in By written notice given prior to or at the Closing, subject to Section 10.28.2, this Agreement may be terminated at any time prior to the Closingas follows: 10.1.1 (a) by mutual Parent, in the event Company 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 7.2 not to be satisfied, and (ii) is not cured (if such breach is capable of being cured) within ten (10) days following delivery of written consent notice of Contributing Party and of such breach from Parent to Company; 10.1.2 (b) by Contributing Party Company, in the event Parent or Company if the Closing has not occurred by January 31Merger Sub breaches any representation, 2010; 10.1.3 by Contributing Party warranty or Company if: (a) there is a final nonappealable order of a Governmental Body covenant contained in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by 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) there is not cured (if such breach is capable of being cured) within ten (10) days following delivery of written notice of such breach from Company to Parent; (c) by Parent or Company, if any statutetemporary, rule, regulation preliminary or permanent injunction or other order enacted, promulgated or has been issued or deemed applicable to the Agreement after since the date of this Agreement by any Governmental Body Entity that would make prevents the consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partyhereby, or if any representation law has been enacted, promulgated or warranty enforced since the date of Contributing Party has become untruethis Agreement by any Governmental Entity that makes the consummation of the transactions contemplated hereby illegal. (d) by Parent or Company, or in any case if any of the conditions to such party’s obligation to close the transactions contemplated hereby as set forth in Section 3.1 Article VII has not been satisfied by the Closing Date or Section 3.2 would not be satisfied; provided, that, if satisfaction of any such inaccuracy in such representations and warranties or breach by Contributing Party is curable condition becomes impossible (other than through the exercise failure of commercially reasonable efforts, then Company may terminate this Agreement the terminating party to comply with its obligations under this Section 10.1.4 only if the breach is Agreement) and such party has not cured within 30 days after the date waived such condition on or before such date; (e) by mutual consent of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Parent, Merger Sub and Company; or 10.1.5 (f) by Contributing Parent or Company, if the Closing has not occurred on or before 5:00 p.m., local time, on January 17, 2008, or such later date as the parties may agree upon, unless the terminating Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.

Termination Events. Except as provided Notwithstanding the provisions of Clauses 3 and 10, the Company shall be entitled, but not bound, to terminate the Employment with immediate effect (without a notice period or payment in Section 10.2, this Agreement may be terminated lieu of any notice period) by giving to the Executive notice in writing at any time prior to after the Closing:occurrence of any one or more of the following events (each being termination for “Cause”): 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there if the Executive is a final nonappealable order guilty of a Governmental Body in effect permanently restraining, enjoining any gross misconduct or otherwise prohibiting consummation of behaviour which tends to bring himself or the transactions contemplated by this AgreementCompany or any Group Company into disrepute; or (b) if the Executive commits any material or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date persistent breach of this Agreement by any Governmental Body that would make consummation (in the case of a non-material persistent breach, having been given notice in writing of the transactions contemplated by this Agreement illegal;breach and a reasonable opportunity to rectify the breach) or fails to comply with any reasonable order or direction of the Board; or 10.1.4 by Company (c) if it is he becomes insolvent or bankrupt or compounds with or grants a trust deed for the benefit of his creditors; or (d) if his behaviour (whether or not in material breach of this Agreement) can reasonably be regarded as materially prejudicial to the interests of the Company or any of its representationsGroup Company, warranties, covenants or agreements contained in this Agreement and there has been a breach including if he is found guilty of any representation, warranty, covenant criminal offence punishable by imprisonment (whether or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party sentence is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedactually imposed); or 10.1.5 by Contributing Party (e) if it he has an order made against him disqualifying him from acting as a company director; or (f) if the Executive is not found guilty of any offence of bribery under the B▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or other bribery legislation in any other jurisdiction, breach of Clause 15 of this Agreement or the Company’s Anti-Bribery and Corruption Policy; or (g) if the Executive commits any material breach or persistent but non-material breach of the Articles of Association of the Company or any Group Company (in the case of its representationsa persistent but non-material breach, warranties, covenants or agreements contained having been given notice in this Agreement and there has been a material breach writing of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after and a reasonable opportunity to rectify the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedbreach).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by the Purchaser, the Sellers' Representative and the Company by mutual written consent of Contributing Party and of Companyat any time prior to the Closing; 10.1.2 (b) by Contributing Party the Purchaser, the Sellers' Representative or the Company if the Closing has shall not occurred have been consummated on or before July 2, 2004 (U.S. west coast time); provided, however, that if a Force Majeur prevents the Parties from holding the Closing by January 31such date, 2010this date shall be automatically extended by ten (10) days; 10.1.3 (c) by Contributing Party the Company, the Sellers' Representative or Company if: (a) the Purchaser if there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining shall be any law or otherwise prohibiting regulation that makes consummation of the transactions contemplated by this Agreement; Basic Transaction or (ii) there is any statute, rule, regulation the exercise of the Option illegal or order enacted, promulgated otherwise prohibited or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make if consummation of the transactions contemplated by this Agreement illegalBasic Transaction or the exercise of the Option would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction; 10.1.4 (d) by the Purchaser by giving written notice to the Company if it is not at any time prior to the Closing (i) in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there the event the Company has been a breach of breached any representation, warranty, or covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any material respect, the Purchaser has notified the Company of the breach, and the breach has continued without cure for a period of thirty (30) days after the notice of breach or (ii) if events occur which render impossible compliance with one or more conditions set forth in Section 3.1 Schedule F and such conditions are not waived by the Purchaser; provided that such events did not result from any action or Section 3.2 would omission by the Purchaser which was within its control and which the Purchaser was not be satisfiedexpressly permitted to take or omit by the terms of this Agreement; provided, that, if such inaccuracy in such representations and warranties or breach and (e) by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of by giving written notice from Company of such breach to the Purchaser at any time prior to the Closing (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not i) in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there the event the Purchaser has been a material breach of breached any representation, warranty, or covenant or agreement contained in this Agreement on in any material respect, the part Company has notified the Purchaser of Company such that the breach, and the breach has continued without cure for a period of (thirty) 30 days after the notice of breach or (ii) if events occur which render impossible compliance with one or more conditions set forth in Section 3.2.1 Schedule G, and such conditions are not waived by the Company; provided that such events did not result from any action or Section 3.2.2 would omission by the Company which was within the control of the Company and which the Company was not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties expressly permitted to take or breach omit by Company is curable by Company through the exercise terms of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) by mutual consent of the Purchaser and the Sellers; (b) by the Purchaser if there has been a breach in any material respect of any of the Sellers’ representations, warranties or covenants contained in this Agreement (with materiality being measured individually and on an aggregate basis with respect to all breaches of representations and warranties and, with respect to the representations and warranties set forth in Section 3.2 and Section 3.5 and each of the Sellers’ representations and warranties that is a final nonappealable order qualified as to materiality, any breach of such representations and warranties) that 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 or cannot be cured within 10 days after receipt of the notice of the breach from the Purchaser; (c) by the Sellers if there has been a breach in any material respect of any of the Purchaser’s representations, warranties or covenants contained in this Agreement (with materiality being measured individually and on an aggregate basis with respect to all breaches of representations and warranties and, with respect to the representations and warranties set forth in Section 4.2 and each of the Purchaser’s representations and warranties that is qualified as to materiality, any breach of such representations and warranties) that 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 10 days after receipt of the notice of breach from the Sellers; (d) by the Purchaser if there has been any change or event (including any change or proposed change in Law or interpretation thereof) that has had or would reasonably be expected to have a Material Adverse Effect or a material adverse effect on the business prospects of the Sellers; (e) by either the Purchaser or the Sellers if any Governmental Body Authority of competent jurisdiction 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 consummation of the transactions contemplated by this Agreement; or ; (iif) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to by the Agreement after Purchaser if the date of this Agreement by any Governmental Body that would make consummation Closing has not occurred (other than through the failure of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of Purchaser to comply fully with its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement obligations under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement) on or before October 7, 2006; or 10.1.5 (g) by Contributing Party the Sellers if it is the Closing has not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company occurred (other than through the exercise failure of the Sellers or any Member to comply fully with its commercially reasonable efforts, then Contributing Party may terminate this Agreement obligations under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement) on or before October 7, 2006.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transaction abandoned at any time prior to the ClosingClosing Date, provided however that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of CompanyPremier; 10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyPremier or ▇▇▇▇▇ and such breach has not been cured within ten business days after written notice to Premier (provided, that none of Parent, Federal or if any representation or warranty of Contributing Party has become untrue, or Acquisition Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company ) such that the conditions set forth in Section 3.2.1 7.2.1 or Section 3.2.2 would 7.2.2 hereof, as the case may be, will not be satisfied; ; (c) (i) by Parent, if Premier, its board of directors or ▇▇▇▇▇ shall have (1) withdrawn, modified or amended in any material respect the approval of this Agreement or the transactions contemplated herein, or (2) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval), provided, thatthat none of Parent, if such inaccuracy Federal or Acquisition Sub is and in Company's representations material breach of the terms of this Agreement, and warranties or breach by Company is curable by Company through in that event Premier shall pay to Parent the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this amount specified in Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).6.1;

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of Company; 10.1.2 (b) by Contributing Party either Parent or Company Company, if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is shall be any statute, rule, regulation or order enacted, promulgated or issued Law enacted or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body Merger that would make makes consummation of the transactions contemplated by this Agreement Merger illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation Order by any Governmental Entity of competent jurisdiction preventing or warranty of Contributing Party has become untrue, or in any case if any prohibiting consummation of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfiedMerger shall have become a final Order; provided, thathowever, if that the party seeking to terminate this Agreement pursuant to this Section ‎8.1(b) must have used all reasonable efforts to remove any such inaccuracy Order in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may order to terminate this Agreement under this Section 10.1.4 only if ‎8.1(b); (c) by either Parent or Company (provided that the breach party attempting to terminate is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant covenant, or other agreement contained herein), if: (i) there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Company the other party which has rendered the satisfaction of any conditions contained in ‎Article VI or ‎Article VII, as applicable, impossible; (ii) such that violation or breach has not been waived by the conditions set forth in Section 3.2.1 terminating party; and (iii) the breach has not been cured within 10 days following the terminating party’s written notice of such breach; (d) by Parent or Section 3.2.2 would Company, if: (i) the Closing has not be satisfiedtaken place on or before seventy-five (75) after the date hereof; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may that each party’s right to terminate this Agreement under pursuant to this Section 10.1.5 only if ‎8.1(d) will not be available to such party in the event that such party’s breach of a representation, warranty or covenant contained in this Agreement is the principal cause of the failure of the Closing to occur by such date; (ii) there shall have occurred any Material Adverse Effect relating to the other party; or (iii) any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Material Adverse Effect relating to the other party; or (e) by Parent, if: (i) Parent shall not cured have received the Major Holder Consent and Release from the holders of at least a majority of the issued and outstanding shares of the Company Common Stock within 30 days after two (2) Business Days of the date hereof; (ii) the Major Holder Consent and Release is withdrawn, amended, modified or materially qualified, in a manner adverse to Parent; or (iii) if, without breaching Section ‎5.5, Parent has received an Acquisition Proposal and the Board of written notice from Contributing Party Directors of Parent determines in good faith, after consulting with outside legal counsel and its financial and legal advisors, that such breach (but no cure period will be required for Acquisition Proposal constitutes a breach which by its nature cannot be cured)Superior Offer.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 (a) by mutual written consent of Contributing Party the Purchaser and of the Company; 10.1.2 (b) by Contributing Party Purchaser or the Company if the Closing has Merger shall not occurred have been consummated by January 11:59 p.m. Pacific Time on October 31, 20102011 (the “End Date”); provided that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to a Party whose failure to perform any material obligation required to be performed by such Party results in the failure of the Merger to be consummated by the End Date; 10.1.3 (c) by Contributing Party or Company if: the Purchaser (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of so long as the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Company’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 7.1(a) or Section 3.2 would 7.1(b), and which breach has not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not been cured within 30 days after the date notice of written notice the breach from the Purchaser; (d) by the Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it so long as the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Purchaser’s or the Merger Sub’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 7.2(a) or Section 3.2.2 would 7.2(b), and which breach has not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not been cured within 30 days after the date notice of written notice breach from Contributing the Company; (e) by Purchaser or the Company if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a final and nonappealable Judgment, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or the transactions contemplated by this Agreement, (ii) a Law or Judgment shall be in effect that makes consummation of the Merger illegal or otherwise prohibits or prevents the consummation of the Merger or the transactions contemplated by this Agreement or (iii) a court of competent jurisdiction or other Governmental Authority shall have issued any temporary or preliminary injunction or other Judgment having the effect of permitting the Company to act in a manner that would otherwise be prohibited by Sections 6.5 and 6.9, or prohibiting Purchaser from taking the actions otherwise permitted by this Section 8.1 or limiting the obligation of the Company to make the payments to Purchaser contemplated by Section 8.3; (f) by Purchaser or the Company if the Stockholder Vote shall not have been obtained within 20 days following the mailing of the consent solicitation to the Stockholders pursuant to Section 6.9; provided, however, that (A) a Party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(f) if the failure to obtain the required Stockholder Vote is attributable to a failure on the part of such breach Party to perform any material obligation required to be performed by such Party, and (but no cure period will be required for a breach which by its nature canB) the Company shall not be curedpermitted to terminate this Agreement pursuant to this Section 8.1(f) if the Company has not made the payment(s) required to be made to Purchaser pursuant to Section 8.3(a) and, if applicable at the time of such termination, pursuant to Section 8.3(b)(iii) or (iv); or (g) by the Purchaser (at any time prior to the adoption of this Agreement by the Stockholder Vote) if (i) there shall have occurred a Change in Recommendation, (ii) the Company shall have failed to include the Company Board Recommendation in the Information Statement, or (iii) the Company, or any of the Acquired Companies or any Company Representative, shall have materially violated or breached any of the provisions set forth in Section 6.5 or Section 6.9.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation by mutual consent of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Acquirer and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalContributors; 10.1.4 (b) by Company if it the Acquirer (so long as the Acquirer is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Contributors’ or the Company’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on (as may have been updated pursuant to Section 5.4), which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date notice of written notice the breach from the Acquirer by the Contributors (so long as neither the Company nor any of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it the Contributors is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Acquirer’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date notice of written notice breach from Contributing Party the Contributors; (c) the Contributors or Acquirer if there has been a Material Adverse Effect to any party hereto and/or the REIT; (d) by either the Acquirer or the Contributors if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of such breach permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or (but no cure period will be required for a breach which e) by either the Acquirer or the Contributors if the Closing has not occurred on or before October 4, 2013 (other than through the failure of the terminating party to comply fully with its nature cannot be curedobligations under this Agreement).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:Effective Time (notwithstanding the receipt of the Required Company Stockholder Approval): 10.1.1 by mutual (a) with the written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party Parent or the Company if the Closing any court of competent jurisdiction or other governmental agency has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is issued a final nonappealable order of a Governmental Body in effect permanently order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated Merger, and such order, decree, ruling or other action is or has become non-appealable; (c) by Parent if (i) there is an inaccuracy in any of the representations and warranties of the Company in this Agreement; or Agreement such that the condition set forth in Section 6.1 would not be satisfied and such breach is not cured within 15 days after the date written notice of such breach is given by the Parent to the Company, (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of has materially breached any of its representations, warranties, covenants or agreements contained in this Agreement such that the condition set forth in Section 6.2 would not be satisfied and there such breach is not cured within 15 days after the date written notice of such breach is given by the Parent to the Company, (iii) the board of directors of the Company has failed to recommend, has withdrawn or has amended in any manner adverse to the Parent and the Merger Sub its recommendation and approval of this Agreement or the Merger, (iv) the Required Company Stockholder Approval has not been a breach obtained by July 30, 2004 or (v) the Merger has not been consummated on or before August 2, 2004 (unless the failure of the Merger to have been consummated results primarily from the Parent or the Merger Sub breaching any representation, warranty, covenant or agreement contained in this Agreement on Agreement); and (d) by the part of Contributing Party, or Company if any representation or warranty of Contributing Party has become untrue, or (i) there is an inaccuracy in any case if any of the conditions representations and warranties of Parent in this Agreement such that the condition set forth in Section 3.1 or Section 3.2 7.1 would not be satisfied; provided, that, if satisfied and such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 15 days after the date of written notice from Company of such breach is given by the Company to Parent, (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of ii) Parent has materially breached any of its representations, warranties, covenants or agreements contained in this Agreement such that the condition set forth in Section 7.2 would not be satisfied and there such breach is not cured within 15 days after the date written notice of such breach is given by the Company to Parent, or (iii) the Merger has not been a material breach consummated on or before August 2, 2004 (unless the failure of the Merger to have been consummated results primarily from the Company breaching any representation, warranty, covenant or agreement contained in this Agreement). In the event of the termination and abandonment of this Agreement on the part pursuant to this Section 8.1, this Agreement will forthwith become void and will be deemed to have terminated without liability to any party (except for any liability of Company such any party then in wilful breach of any covenant or agreement); provided that the conditions set forth in provisions of the Mutual Confidentiality Agreement between Company and Parent dated June 1, 2002, and the provisions of Section 3.2.1 or 8.2 and Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise 8.3 of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of will continue in full force and effect notwithstanding such breach (but no cure period will be required for a breach which by its nature cannot be cured)termination and abandonment.

Termination Events. Except as provided in Subject to Section 10.29.2, this Agreement may be terminated at any time the Parties, by written notice given prior to the Closing, are permitted to terminate this Agreement as follows: 10.1.1 (a) by mutual written consent agreement of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party Parent or the Company if the Closing any Governmental Authority has not occurred by January 31enacted, 2010; 10.1.3 by Contributing Party issued, promulgated, enforced or Company if: (a) there entered any Legal Requirement that is a final nonappealable order of a Governmental Body in effect permanently restraining(and, enjoining with respect to any Order, such Order is final and non‑appealable) and has the effect of restraining or otherwise prohibiting the consummation of the transactions contemplated Transactions, otherwise making the Transactions illegal, or causing any of the Transactions to be rescinded following the Closing; (c) by this Agreement; or (ii) there is Parent if any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to of the Agreement after representations by the date of Company in this Agreement by any Governmental Body that would make consummation of is inaccurate or the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of has breached any of its representations, warranties, covenants covenants, obligations or agreements contained set forth in this Agreement, in each case, such that the conditions set forth in Section 7.2 could not be satisfied by the Outside Date and such inaccuracy or breach has not been waived in writing by Parent or such breach has not been cured by the Company within ten (10) days after the Company’s receipt of written notice thereof from Parent, except that the right to terminate this Agreement and there has been a under this Section 9.1(c) is not to be available to Parent if Parent is in material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if so as to cause any of the conditions set forth in Section 3.1 7.1 or Section 3.2 would 7.3 not to be satisfied; provided, that, 66 (d) by the Company if such inaccuracy any of the representations by Parent in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of inaccurate or Parent has breached any of its representations, warranties, covenants covenants, obligations or agreements contained set forth in this Agreement and there has been a material breach of any representationAgreement, warrantyin each case, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would 7.3 could not be satisfied; provided, that, if satisfied by the Outside Date and such inaccuracy in Company's representations and warranties or breach has not been waived in writing by the Company is curable or such breach has not been cured by Company through Parent within ten (10) days after Parent’s receipt of written notice thereof from the exercise of its commercially reasonable effortsCompany, then Contributing Party may except that the right to terminate this Agreement under this Section 10.1.5 only 9.1(d) is not to be available to the Company if the Company is in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or (e) by Parent or the Company if the Closing has not occurred on or before February 8, 2016 (the “Outside Date”) or such later date as Parent or the Company mutually agree upon in writing, unless the terminating Party is in material breach of this Agreement, except that the right to terminate this Agreement under this Section 9.1(e) is not cured within 30 days after to be available to (i) Parent if Parent has breached its obligations under this Agreement in any manner that primarily contributed to the date occurrence of written notice from Contributing Party the event that gave rise to the termination right under this Section 9.1(e), or (ii) the Company if the Company has breached any of such breach (but no cure period will be required for a breach which by its nature cannot be curedobligations under this Agreement in any manner that primarily contributed to the occurrence of the event that gave rise to the termination right under this Section 9.1(e).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time terminated, by written notice given prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of CompanySellers; 10.1.2 (b) by Contributing Party either Sellers, on the one hand, or Company Buyer, on the other hand, in the event that any Governmental Body will have issued an Order making illegal or otherwise prohibiting the sale of the Shares by Sellers to Buyer and such Order will have become final and unappealable; provided, however, that the provisions of 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 such failure caused, or otherwise resulted in, such Order; (c) by either Buyer or Sellers if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party on or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after before the 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 this Agreement by any Governmental Body that would make consummation of Justice has issued a supplemental information request in connection with the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not HSR filing made in material breach of any of its representations, warranties, covenants or agreements contained 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, further, that the right to terminate this Agreement under this Section 10.1(c) will not be available to any party whose failure to comply with its obligations under this Agreement will have caused, or otherwise resulted in, the failure of the Closing to occur on or before such date; (d) by Buyer, if there has been a breach of any representation, warranty, covenant or agreement contained made by Sellers in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of such that the conditions set forth in Section 3.1 8.1 or Section 3.2 8.2 would not be satisfied; provided, thatsatisfied as of the Closing Date and such breach or condition is not curable or, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable effortscurable, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 10 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which thereof is given by its nature cannot be cured)Buyer to Sellers Representative; or 10.1.5 (e) by Contributing Party Sellers, if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained made by Buyer in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 9.1 or Section 3.2.2 9.2 would not be satisfied; provided, thatsatisfied as of the Closing Date and such breach or condition is not curable or, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable effortscurable, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 10 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which thereof is given by its nature cannot be cured)Sellers Representative to Buyer.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by the mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party or Company Parent, if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party Company or Company if: (a) there is a final nonappealable order of a Governmental Body any Signing Noteholder or Carve-Out Recipient breaches or fails to perform in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of respect any of his, her or its representations, warranties, warranties or covenants or agreements contained in this Agreement and there has been Agreement, which breach or failure to perform (i) would give rise to the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 7.1 or Section 3.2 would 7.2, and (ii) (A) cannot be satisfied; provided, that, cured or (B) if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is has not been cured within 30 thirty (30) days after the date giving of written notice from to the Company of such breach (but no cure period will be required for a provided that Parent and Merger Sub are not then in willful breach which of any representation, warranty or covenant contained in this Agreement); (c) by its nature cannot be cured); or 10.1.5 by Contributing Party the Company, if it is not Parent or Merger Sub breaches or fails to perform in any material breach respect of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 8.1 or 8.2, and there (ii) (A) cannot be cured or (B) if curable through the exercise of commercially reasonable efforts, has not been a material cured within thirty (30) days after the giving of written notice to the Parent of such breach (provided that the Company, the Signing Noteholders and the Carve-Out Recipients are not then in willful breach of any representation, warranty, warranty or covenant or agreement contained in this Agreement Agreement); (d) by Parent if Parent reasonably determines that the timely satisfaction of any condition set forth in Section 7 has become impossible (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); (e) by the Company such if the Company reasonably determines that the conditions timely satisfaction of any condition set forth in Section 3.2.1 8 has become impossible (other than as a result of any failure on the part of the Company or Section 3.2.2 would any of the Signing Noteholders or Carve-Out Recipients to comply with or perform any covenant or obligation set forth in this Agreement); (f) by Parent if the Closing has not be satisfiedtaken place on or before October 15, 2009 (the “Outside Date”) (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); (g) by the Company if the Closing has not taken place on or before the Outside Date (other than as a result of the failure on the part of the Company or any of the Signing Noteholders or Carve-Out Recipients to comply with or perform any covenant or obligation set forth in this Agreement); provided, thator (h) by Parent, if such inaccuracy in Company's representations and warranties the Company or breach any of the Signing Noteholders or Carve-Out Recipients takes any of the actions that would be proscribed by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)5.4.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual Parent if any of the Company's representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any of the Company's covenants contained in this Agreement shall have been breached in any material respect, in either case such that the condition set forth in either Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate; provided, however, that Parent may not terminate this Agreement under this Section 8.1(a) on account of an inaccuracy in the Company's representations and warranties that is curable by the Company or on account of a breach of a covenant by the Company that is curable by the Company unless the Company fails to cure such inaccuracy or breach within 30 days after receiving written consent notice from Parent of Contributing Party and of Companysuch inaccuracy or breach; 10.1.2 (b) by Contributing Party the Company if any of Parent's representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any of Parent's covenants contained in this Agreement shall have been breached in any material respect, in either case such that the condition set forth in either Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate; provided, however, that the Company may not terminate this Agreement under this Section 8.1(b) on account of an inaccuracy in Parent's representations and warranties that is curable by Parent or on account of a breach of a covenant by Parent that is curable by Parent unless Parent fails to cure such inaccuracy or breach within 30 days after receiving written notice from the Company of such inaccuracy or breach; (c) by Parent if the Closing has not taken place on or before July 31, 1999 (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 or in any other agreement or instrument delivered to the Company); (d) by the Company if the Closing has not occurred by January taken place on or before July 31, 20101999 (other than as a result of the failure on the part of the Company to comply with or perform any covenant or obligation of the Company set forth in this Agreement or in any other agreement or instrument delivered to Parent); 10.1.3 (e) by Contributing Party either Parent or the Company if: (a) there is if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order order, decree or ruling, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Merger; or 10.1.5 (f) by Contributing Party if it is not in material breach the mutual written consent of any of its representations, warranties, covenants or agreements contained in this Agreement Parent and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 (a) by mutual written consent of Contributing Party the Purchaser and of Companythe Seller; 10.1.2 (b) by Contributing Party either the Seller, on the one hand, or Company if the Purchaser, on the other hand if: (i) the Closing has not occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be available to any party if there has been any material breach by January 31such party of its representations, 2010; 10.1.3 by Contributing Party warranties or Company if: (a) there is a final nonappealable order of a Governmental Body covenants contained in effect permanently restrainingthis Agreement, enjoining or otherwise prohibiting consummation which was the principal cause of the transactions contemplated by this Agreement; or (ii) there is failure of any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable of the conditions to the Closing set forth in Section 5 of this Agreement after to be satisfied on or before the Outside Date; and provided further, however, that if, as of the Outside Date, the conditions set forth in Section 5.1(b) have not been satisfied, then the Outside Date shall be automatically extended to the six (6) month anniversary of the date of this Agreement by any Agreement, in which case the Outside Date shall be deemed for all purposes such date; or (ii) a Governmental Body of competent jurisdiction issues a final and nonappealable Order that would make permanently enjoins the consummation of any of the transactions contemplated by Transactions or permanently makes consummation of any of the Transactions illegal or otherwise prohibited; provided, however, that the right to terminate this Agreement illegal; 10.1.4 by Company pursuant to this Section 7.1(b)(ii) shall not be available to any party if it is not in there has been any material breach of any by such party of its representations, warranties, warranties or covenants or agreements contained in this Agreement and there has been Agreement, which was the principal cause of the issuance of such Order or taking of such other action by such Governmental Body; (c) by the Seller if a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or the Purchaser set forth in any case if this Agreement shall have occurred which would cause any of the conditions set forth in Section 3.1 or Section 3.2 would 5.3 not to be satisfied, and such breach is incapable of being cured by the Outside Date or is not cured by the earlier of (i) ten (10) business days following written notice to Purchaser by the Seller of such breach and (ii) the Outside Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach Seller is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not then in material breach of this Agreement so as to cause (x) such breach by Purchaser or (y) any of its representations, warranties, covenants the conditions set forth in Section 5.1 or agreements contained in this Agreement and there has been Section 5.2 not to be satisfied; or (d) by the Purchaser if a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the Seller set forth in this Agreement shall have occurred which would cause any of the conditions set forth in Section 3.2.1 or Section 3.2.2 would 5.2 not to be satisfied, and such breach is incapable of being cured by the Outside Date or is not cured by the earlier of (i) ten (10) business days following written notice to the Seller by the Purchaser of such breach and (ii) the Outside Date; provided, thathowever, if that the Purchaser is not then in material breach of this Agreement so as to cause (y) such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through Seller or (y) any of the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this conditions set forth in Section 10.1.5 only if the breach is 5.1 or Section 5.3 not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will to be required for a breach which by its nature cannot be cured)satisfied.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows: (a) at any time, by mutual written agreement of the Company and Parent; (b) by P▇▇▇▇▇, at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or , if (i) the Company if the Closing has not occurred by January 31is in breach, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingany material respect, enjoining or otherwise prohibiting consummation of the transactions contemplated representations, warranties or covenants made by it in this Agreement; or , (ii) there such breach is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable not cured (to the Agreement extent such breach is curable) by twenty (20) Business Days after Parent has given written notice of such breach to the date Company and (iii) such breach, if not cured, would render the conditions set forth in Section 6.2 incapable of being satisfied; provided, that the Parent shall not have the right to terminate this Agreement by any Governmental Body that would make consummation of the transactions contemplated by pursuant to this Agreement illegal; 10.1.4 by Company Section 9.1(b) if it is not in its material breach of any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been resulted or would result in the failure of a breach condition set forth in Section 6.1 to be satisfied; (c) by the Company, at any time prior to the Closing, if (i) Parent or Merger Sub is in breach, in any material respect, of any representationthe representations, warranty, covenant warranties or agreement contained covenants made by it in this Agreement on Agreement, (ii) such breach is not cured (to the part extent such breach is curable) by the earlier of Contributing Partytwenty (20) Business Days after the Company has given written notice of such breach to Parent or three (3) Business Days prior to the End Date and (iii) such breach, or if any representation or warranty of Contributing Party has become untruenot cured, or in any case if any of would render the conditions set forth in Section 3.1 or Section 3.2 would not be 6.1 incapable of being satisfied; provided, thatthat neither Company nor LGCS Holdco shall not have the right to terminate this Agreement pursuant to this Section 9.1(c) if its material breach of any representations, warranties, covenants or other agreements contained in this Agreement that resulted or would result in the failure of a condition set forth in Section 6.2 to be satisfied; (d) by written notice by either the Company or Parent to the other, at any time after the forty-fifth (45th) day following the date this Agreement is fully executed (the “End Date”) if the Closing shall not have occurred on or prior to such inaccuracy in such representations and warranties or breach by Contributing Party is curable through End Date; provided, that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(d) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Company action or inaction of such breach (but no cure period will be required for party or any of its Affiliates has been a breach which by its nature cannot be cured)the primary cause of or resulted in the failure of the Closing to occur on or before such date; or 10.1.5 (e) by Contributing Party either Parent or the Company if it any Governmental Authority having competent jurisdiction has issued a final, non-appealable Order or taken any other action the effect of which is not in material breach of any of its representationsto permanently restrain, warranties, covenants enjoin or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on otherwise prohibit the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfiedContemplated Transactions; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 9.1(e) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Contributing Party action or inaction of such breach (but no cure period will be required for party or any of its Affiliates has been a material cause of or resulted in such Order or action and such action or inaction constitutes a breach which by its nature cannot be cured)of this Agreement.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party Parent, if the Company shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure (i) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.1(a) or Section 7.1(b), and (ii) is incapable of being cured or is not cured by the Company within fifteen (15) days following receipt of written notice from Parent of such breach or failure; provided, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to Parent if either Parent or the Merger Sub is then in breach or has failed to perform any their respective representations, warranties, covenants or other agreements hereunder that would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.2; (c) by the Company, if Parent or the Merger Sub shall have materially breached or failed to perform any of their respective representations, warranties, covenants or agreements contained in this Agreement, which breach or failure (i) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.2(b), and (ii) is incapable of being cured or is not cured by Parent or the Merger Sub within fifteen (15) days following receipt of written notice from the Company of such breach or failure; provided, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the Company if the Company is then in breach or has failed to perform any of its representations, warranties, covenants or other agreements hereunder that would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.1; (d) by Parent, if the Closing has not occurred by January 31on or before the Closing Date Deadline; provided, 2010however, that Parent’s right to terminate this Agreement pursuant to this Section 8.1(d) will not be available if the failure of Parent or the Merger Sub to fulfill any of their respective covenants or obligations under this Agreement caused the failure of the Closing to occur on or before the Closing Date Deadline; 10.1.3 (e) by Contributing Party the Company, if the Closing has not occurred on or before the Closing Date Deadline; provided, however, that the Company’s right to terminate this Agreement pursuant to this Section 8.1(e) will not be available if the failure of the Company to fulfill any of its covenants or obligations under this Agreement caused the failure of the Closing to occur on or before the Closing Date Deadline; and (f) by Parent or the Company if: (ai) there is shall be a final nonappealable non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this Agreement; or Merger, (ii) there is shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Closing by any Governmental Body Authority that would make consummation of the transactions contemplated by this Agreement Closing illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if (iii) there shall be any representation pending Proceeding in which any Person is challenging or warranty of Contributing Party has become untrue, seeking to restrain or in any case if any prohibit the consummation of the conditions set forth in Section 3.1 Merger or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Transactions.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation by mutual consent of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Purchaser and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSeller; 10.1.4 (b) by Company if it the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Seller’s or the Shareholders’ representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date notice of written notice the breach from Company the Purchaser; (c) by the Selling Parties’ Representative (so long as neither the Seller nor any of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it the Shareholders is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Purchaser’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date notice of written notice breach from Contributing Party the Seller; (d) by the Purchaser if there has been a Material Adverse Effect in respect of such breach Seller’s business, other than a Material Adverse Effect caused by the Purchaser or its Affiliates; (but no cure period will be required for e) by either the Purchaser or the Seller if any Governmental Authority has issued a breach which 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; (f) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its nature canobligations under this Agreement) on or before January 31, 2009; or (g) by the Selling Parties’ Representative if the Closing has not be cured)occurred (other than through the failure of the Seller or any Shareholder to comply fully with its obligations under this Agreement) on or before January 31, 2009.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:Closing (whether before or after approval of this Agreement and the principal terms of the Merger by the Company's shareholders): 10.1.1 (a) by mutual written consent Parent if the Closing has not taken place on or before September 30, 2000 (other than as a result of Contributing Party and 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 or in any other agreement or instrument delivered to the Company); 10.1.2 (b) by Contributing Party or the Company if the Closing has not occurred by January 31taken place on or before September 30, 20102000 (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); 10.1.3 (c) by Contributing Party mutual written consent of Parent and the Company; (d) by either Parent or the Company if: (a) there is if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order order, decree or ruling, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation the Merger; (e) by Parent if (i) any of the transactions contemplated by Company'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 6.1 would not be satisfied, or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, Company's covenants or agreements contained in this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on breached such that the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 or Section 3.2 6.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in such any of the Company's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Contributing Party the Company is curable through by the Company and the Company is continuing to exercise of commercially all reasonable effortsefforts to cure such inaccuracy or breach, then Company Parent may not terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company 8.1(e) on account of such breach (but no cure period will be required for a breach which by its nature cannot be cured)inaccuracy or breach; or 10.1.5 (f) by Contributing Party the Company if it is not in material breach of (i) any of its representations, warranties, covenants or agreements Parent's representations and warranties contained in this Agreement and there has been shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a material breach 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 representation, warranty, covenant or agreement of Parent's covenants contained in this Agreement on the part of Company shall have been breached such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 7.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in Companyany of Parent's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Company Parent is curable by Company through the Parent and Parent is continuing to exercise of its commercially all reasonable effortsefforts to cure such inaccuracy or breach, then Contributing Party the Company may not terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party 8.1(f) on account of such breach (but no cure period will be required for a breach which by its nature cannot be cured)inaccuracy or breach.

Termination Events. Except Without limiting any other provision of this deed: (a) either party (non-defaulting party) may terminate this deed by notice in writing to the other party: (i) if the End Date has passed before the Transaction has been implemented (other than as provided a result of a breach by the terminating party of its obligations under this deed); (ii) if each of the following has occurred: (A) the other party (defaulting party) is in Section 10.2, breach of a material provision of this Agreement may be terminated deed at any time prior to 8:00am on the Closing: 10.1.1 by mutual written consent of Contributing Party and of CompanySecond Court Date; 10.1.2 by Contributing Party (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 this deed; and (C) the relevant circumstances have continued to exist five Business Days (or Company any shorter period ending at 8:00am on the Second Court Date) from the time the notice in clause 7.1(a)(ii)(B) is given; (iii) if the Closing has required majorities of Piedmont Shareholders do not occurred by January 31, 2010approve the Scheme at the Scheme Meeting; 10.1.3 by Contributing Party or Company if: (aiv) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth Conditions Precedent in Section clause 3.1 is incapable of being satisfied or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or fulfilled (other than as a result of a breach by Contributing Party is curable through the exercise terminating party of commercially reasonable efforts, then Company may terminate this Agreement its obligations under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cureddeed); or 10.1.5 by Contributing Party (v) if it is not in material breach of any of its representationsa Court or other Regulatory Authority has issued an order, warrantiesdecree or ruling or taken other action that permanently restrains or prohibits the Transaction and that order, covenants decree, ruling or agreements contained in this Agreement other action has become final and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party appealed; (b) US Holdco may terminate this Agreement under deed by notice in writing to Piedmont if a Piedmont Director: (i) fails to recommend, recommends against, withdraws or adversely modifies or qualifies their recommendation of the Scheme or the Transaction; or (ii) makes any public statement to the effect that the Scheme is not, or is no longer, recommended; and (c) either party may terminate this Section 10.1.5 only agreement if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)other party consents to do so and both parties confirm it in writing.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated prior to the Closing: (a) by Parent at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company Effective Time, if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement obligation contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any the Company shall have occurred that (i) would cause a failure of the conditions set forth in Section 3.1 6.2(a) or Section 3.2 would 6.2(b) to exist and (ii) cannot be satisfiedcured by the Company by the Outside Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that Parent shall not have the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under pursuant to this Section 10.1.4 only 7.1(a) if the breach either Parent or Merger Sub is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a 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 being satisfied; (b) by the 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 (i) would cause a failure of the conditions in Section 6.3(a) or Section 6.3(b) to exist and (ii) cannot be cured by Parent or Merger Sub by the Outside Date; provided, however, that the Company such shall not have the right to terminate this Agreement pursuant to this Section 7.1(b) if the Company 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 6.2(a) or Section 6.2(b) not being satisfied; (c) by Parent or the Company if the Closing has not occurred on or before June 30, 2019 (the “Initial Outside Date”); provided, that 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 3.2.1 6 shall have been satisfied or Section 3.2.2 would not waived or shall then be capable of being satisfied, then the Initial Outside Date shall be automatically extended to September 30, 2019; and provided, thatfurther, that if such inaccuracy in Company's representations and warranties or breach the Marketing Period has not ended by Company is curable by Company through the exercise of its commercially reasonable effortslast Business Day immediately prior to the Outside Date, then Contributing Party may the Outside Date shall be 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 date to which the Initial Outside Date has been so extended. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 10.1.5 only 7.1(c) shall not be available to any party if the breach is not cured within 30 days after failure of the Closing to occur by such date shall be due to the failure of written notice from Contributing Party the such party to perform or observe the covenants and agreements of such breach (but no cure period will be required for a breach which by its nature cannot be cured).party set forth in this Agreement;

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transaction abandoned at any time prior to the ClosingClosing Date: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of CompanyWGI; 10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company WGI or any Stockholder and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach has not be satisfied; been cured within ten (10) Business Days after written notice to WGI (provided, thatthat neither Parent nor Federal is in material breach of the terms of this Agreement, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable effortsprovided further, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied; (c) by WGI, if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Parent or Federal and such breach has not been cured within ten (10) Business Days after written notice to Parent (provided, that WGI is not in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (d) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the stock or assets of WGI, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of WGI or Parent or Federal as a result of the Transaction; or (e) by any party hereto if the Transaction shall not have been consummated on or before July 1, 2007 , provided that the right to terminate this Agreement under this Section 9.1(h) shall 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 failure of the Closing Date to occur on or before such date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party either Parent or the Company, if any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Merger shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 9.1(b) must have used all reasonable efforts to remove any such Order; (c) by Parent if, within two business days of the date of execution of this Agreement the Required Company Stockholder Approval shall not have been obtained; (d) by Parent if any of the Company’s representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date) (except for any such representation or warranty that is made only as of a specific date, which representation or warranty shall have been materially inaccurate as of such specified date), or if any of the Company’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that Parent may not terminate this Agreement under this Section 9.1(c) on account of an inaccuracy in the Company’s representations and warranties or on account of a breach of a covenant by the Company if such inaccuracy or breach is curable by the Company unless the Company fails to cure such inaccuracy or breach within five (5) business days after receiving written notice from Parent of its intention to terminate this Agreement as a result of such inaccuracy or breach; (e) by the Company if any of Parent’s or Merger Sub’s representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date) (except for any such representation or warranty that is made only as of a specific date, which representation or warranty shall have been materially inaccurate as of such specified date), or if any of Parent’s or Merger Sub’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that the Company may not terminate this Agreement under this Section 9.1(d) on account of an inaccuracy in Parent’s or Merger Sub’s representations and warranties or on account of a breach of a covenant by Parent or Merger Sub if such inaccuracy or breach is curable unless Parent or Merger Sub fails to cure such inaccuracy or breach within five (5) business days after receiving written notice from the Company of its intention to terminate this Agreement as a result of such inaccuracy or breach; or (f) by Parent or the Company if the Closing has not occurred by January 31taken place on or before June 30, 2010; 10.1.3 by Contributing Party or Company if: 2008 (athe “Termination Date”) there is (other than as a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach result of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement failure on the part of Contributing Party, the party attempting to terminate this Agreement to comply with or if any representation or warranty of Contributing Party has become untrue, or in any case if perform any of the conditions its covenant or obligation set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedAgreement).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of CompanySellers Representative; 10.1.2 (b) by Contributing Party Buyer if there has been a breach of any representation, warranty, covenant, obligation or Company if agreement contained in this Agreement on the Closing part of the Company, any Seller or Parent and such breach has not occurred been cured within 30 days after notice to the Company (provided that Buyer is not in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by January 31its nature cannot be cured with such 30 days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, 2010as the case may be, will not be satisfied; 10.1.3 (c) by Contributing Sellers Representative if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the part of Buyer, and such breach has not been cured within 30 days after notice to Buyer (provided, that neither the Company nor any Seller is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured within such 30 days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, as the case may be, will not be satisfied; (d) by any Party or Company hereto if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Transactions by any Governmental Body that Entity which would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach Transaction illegal or which would prohibit Buyer's ownership of any the Shares or operation of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyCompany, or if any representation compel Buyer to dispose of or warranty of Contributing Party has become untrue, hold separate all or in any case if any a material portion of the conditions set forth in Section 3.1 business or Section 3.2 would assets of the Company or Buyer as a result of the Transaction; or (e) by any Party if the Transaction shall not be satisfied; providedhave been consummated by 90th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1(e) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in whose failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has been a material breach the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing Date to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of the Company; 10.1.2 (b) by Contributing Party Buyer if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the part of the Company or any Principal Shareholder and such breach has not been cured within 10 Business Days after notice to the Company and the Shareholders Representative (provided that neither Buyer nor Merger Sub is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach that by its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, as the case may be, will not be satisfied; (c) by the Company if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the Closing part of Buyer, Buyer’s Parent or Merger Sub, and such breach has not occurred been cured within 10 Business Days after notice to Buyer (provided, that neither the Company nor any Principal Shareholder is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach that by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, 2010as the case may be, will not be satisfied; 10.1.3 (d) by Contributing Party either Buyer or the Company if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body Entity that would make consummation of the transactions contemplated by this Agreement illegalTransactions illegal or that would prohibit Buyer’s or Buyer’s Parent’s ownership or operation of all or any material part of the business of the Company or any Company Subsidiary, or compel Buyer or Buyer’s Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or any Company Subsidiary, or Buyer as a result of the Transactions; 10.1.4 (e) by Company any Party if it is the Closing shall not in material breach of any of its representationshave been consummated by the 90th day after the date hereof, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on provided that the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(e) shall 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 failure of the Closing Date to occur on or before such date; or (f) by Buyer if the breach is Shareholders Approval shall not cured within 30 days have been obtained by the 30th day after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)hereof.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned: (a) at any time, by mutual written agreement of the Company and Parent; or (b) by Parent, at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or , if (i) the Company if the Closing has not occurred by January 31is in breach, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingany material respect, enjoining or otherwise prohibiting consummation of the transactions contemplated representations, warranties or covenants made by it in this Agreement; or , (ii) there such breach is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable not cured within twenty (20) Business Days after Parent has given written notice of such breach to the Agreement after Company (to the date of this Agreement by any Governmental Body that extent such breach is curable) and (iii) such breach, if not cured, would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of render the conditions set forth in Section 3.1 6.2 incapable of being satisfied; (c) by the Company, at any time prior to the Closing, if (i) Parent or Merger Sub 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 twenty (20) Business Days after the Company has given written notice of such breach to Parent (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 3.2 would 6.1 incapable of being satisfied; (d) by written notice by either the Company or Parent to the other, at any time after March 31, 2023 if the Closing shall not be satisfiedhave occurred on or prior to such date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(d) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Company action or inaction of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of party or any of its representations, warranties, covenants or agreements contained in this Agreement and there Affiliates has been a material principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (e) by either Parent or the Company if any representationGovernmental Authority having competent jurisdiction has issued a final, warrantynon-appealable Order or taken any other action the effect of which is to permanently restrain, covenant enjoin or agreement contained in this Agreement on otherwise prohibit the part of Company such Contemplated Transactions; provided that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 9.1(e) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Contributing Party action or inaction of such breach (but no cure period will be required for party or any of its Affiliates has been a principal cause of or resulted in such Order or action and such action or inaction constitutes a breach which of this Agreement; or (f) by its nature cannot be curedthe Company, at any time prior to the Closing, if Parent fails to fund the Bridge Loans as agreed by Parent and the Company, subject to satisfaction of the condition in Section 5.22(a).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of CompanySellers’ Representative; 10.1.2 (b) by Contributing Party Buyer if there has been a material breach of any representation, warranty, covenant, obligation or Company if agreement contained in this Agreement on the Closing part of the Company, any Seller or Sellers’ Representative and such breach has not occurred been cured within 10 Business Days after notice to the Company (provided that Buyer is not in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, 2010as the case may be, will not be satisfied; 10.1.3 (c) by Contributing Party Sellers’ Representative if there has been a material breach of any representation, warranty, covenant, obligation or Company agreement contained in this Agreement on the part of Buyer, and such breach has not been cured within 10 Business Days after notice to Buyer (provided, that neither the Company, any Seller nor Sellers’ Representative is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, as the case may be, will not be satisfied; (d) by Buyer or Sellers’ Representative if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Transactions by any Governmental Body that Entity which would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach Transaction illegal or which would prohibit Buyer’s ownership of any the Interests or operation of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyCompany, or if any representation compel Buyer to dispose of or warranty of Contributing Party has become untrue, hold separate all or in any case if any a material portion of the conditions business or assets of the Company or Buyer as a result of the Transaction; or (e) by Buyer or Sellers’ Representative (i) if the Closing shall not have occurred by the 60th day after the date hereof and the Closing Condition set forth in Section 3.1 or Section 3.2 would 7.3.1 shall have been satisfied, and (ii) if the Closing shall not be satisfied; providedhave occurred by the 90th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1.1(e) shall not be cured); or 10.1.5 by Contributing Party available to (1) Buyer if it is not in its failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has been a the cause of, or resulted in, the failure of the Closing to occur on or before such date or (2) to Sellers’ Representative if his or any Seller’s failure to fulfill any material breach obligation under the Agreement has been the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transaction abandoned at any time prior to the ClosingClosing Date, provided however that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company or the Stockholders and such breach has not been cured within ten business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Federal is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied; 10.1.5 (c) by Contributing Party Parent, if it is not the Company, its board of directors or the Stockholders shall have (i) withdrawn, modified or amended in any material breach respect the approval of any of its representations, warranties, covenants or agreements contained in this Agreement or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval), and in that event the Company shall pay to Parent the amount pursuant to Section 6.1; (d) by the Company if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Federal and such breach has not been cured within ten business days after written notice to Parent (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (e) by the Company, if the Company accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its Board of Directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors' fiduciary duty under VC; provided, however, that in that event the Company shall pay to Parent the amount pursuant to Section 6.1; (f) by the Company, if Parent or Federal or the Board of Directors of either makes any public statement or notifies the Company to the effect that either Parent or Federal does not intend to consummate the stock purchases contemplated by this Agreement substantially as provided in this Agreement, and in that event the Company shall be entitled to the payment provided in Section 6.1, subject to the terms and conditions stated in that section; (g) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent's or Federal's ownership or operation of all or a material portion of the stock or assets of the Company, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent or Federal as a result of the Transaction; or (h) by any party hereto if the Transaction shall not have been consummated by December 1, 2001, provided that the right to terminate this Agreement under this Section 9.1(g) shall 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 failure of the Closing Date to occur on or before such date.

Termination Events. Except as provided in Subject to the other provisions of this Section 10.29, this Agreement may be terminated may, by written notice given at any time or prior to the ClosingClosing in the manner hereinafter provided, be terminated and abandoned: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is By either the Sellers and the Stockholder, on the one hand, or the Buyer, on the other, if a final nonappealable order material default or breach shall be made by the other with respect to (i) the due and timely performance of a Governmental Body in effect permanently restrainingany of its covenants and agreements contained herein, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of due compliance with any of its representations, warranties, covenants or agreements representations and warranties contained in this Agreement Sections 3 and there 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 a breach of any representation, warranty, covenant (i) cured within 15 days after notice thereof is given to the breaching party or agreement contained in this Agreement on (ii) waived by the part of Contributing Party, or non-breaching party; (i) by the Buyer if any representation or warranty of Contributing Party has become untrue, or in any case if any all of the conditions set forth in Section 3.1 5.1 shall not have been satisfied on or Section 3.2 would 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 Buyer to fully comply with its obligations hereunder, or shall not be satisfiedhave been waived by it on or before such dates; provided, that, or (ii) by the Sellers and the Stockholder if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise all of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 5.2 shall not have been satisfied on or Section 3.2.2 would 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 be satisfiedhave 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; providedor (d) by mutual written consent of the Sellers, that, if such inaccuracy in Company's representations the Stockholder and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Buyer.

Termination Events. Except as provided Notwithstanding any other provision of this Agreement, the Company shall be entitled, but not bound, to terminate the Employment with immediate effect by giving to the Executive notice in Section 10.2, this Agreement may be terminated writing at any time prior to after the Closingoccurrence of any one or more of the following events: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there if the Executive is a final nonappealable order guilty of any gross misconduct or behaviour which tends to bring herself or the Company or any Group Company into disrepute; or (b) if the Executive commits any material or persistent breach of this Agreement (in the case of a Governmental Body non-material persistent breach, having been given notice in effect permanently restraining, enjoining or otherwise prohibiting consummation writing of the transactions contemplated by this Agreementbreach and a reasonable opportunity to rectify the breach) or fails to comply with any reasonable order or direction of the Board; or or (c) if the Executive fails to perform her duties to the reasonable satisfaction of the Board (having been given notice in writing of: (i) the areas of underperformance, (ii) there is any statute, rule, regulation the improvements in performance that are reasonably required by the Board; and (iii) a reasonable period of time to make the necessary improvements in performance; or (d) if she becomes insolvent or order enacted, promulgated bankrupt or issued compounds with or deemed applicable grants a trust deed for the benefit of her creditors; or (e) if her behaviour (whether or not in breach of this Agreement) can reasonably be regarded as materially prejudicial to the Agreement after the date of this Agreement by any Governmental Body that would make consummation interests of the transactions contemplated by this Agreement illegal; 10.1.4 by Company or any Group Company, including if it she is not in material breach found guilty of any of its representations, warranties, covenants criminal offence punishable by imprisonment (whether or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party sentence is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedactually imposed); or 10.1.5 by Contributing Party (f) if it she has an order made against her disqualifying her from acting as a company director; or (g) if she becomes of unsound mind; or (h) if the Executive is not in material found guilty of a serious breach of the rules or regulations as amended from time to time of the UK Listing Authority (including the Model Code for transactions in securities by directors), or any other regulatory authority relevant to the Company or any Group Company or any code of its representations, warranties, covenants practice issued by the Company or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Group Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice (as amended from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedtime to time).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of the Company; 10.1.2 (b) by Contributing Party Buyer if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the part of the Company or any Seller and such breach has not been cured within 10 Business Days after notice to the Company (provided that neither Buyer nor Parent is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured with such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, as the case may be, will not be satisfied; (c) by the Company if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the Closing part of Buyer or Parent, and such breach has not occurred been cured within 10 Business Days after notice to Buyer (provided, that neither the Company nor any Seller is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, 2010as the case may be, will not be satisfied; 10.1.3 (d) by Contributing any Party or Company hereto if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Transactions by any Governmental Body that Entity which would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach Transaction illegal or which would prohibit Buyer’s or Parent’s ownership of any the Shares or operation of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyCompany, or if any representation compel Buyer or warranty Parent to dispose of Contributing Party has become untrue, or in any case if any hold separate all or a material portion of the conditions set forth in Section 3.1 business or Section 3.2 would assets of the Company, Buyer or Parent as a result of the Transactions; or (e) by any Party if the Closing shall not be satisfied; providedhave been consummated by 90th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1(e) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in whose failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has been a material breach the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing Date to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior as follows: (a) Either Party (the "Non-Breaching Party") may terminate this Agreement upon written notice to the Closing: 10.1.1 by mutual written consent of Contributing other Party and of Company; 10.1.2 by Contributing Party or Company (the "Breaching Party") if the Closing Breaching Party has materially breached this Agreement and has failed to cure such breach within 30 days of the receipt of notice from the Non-Breaching Party of such breach, or, if such breach is not occurred capable of being cured within 30 days, reasonable good faith efforts have not been performed by January 31the Breaching Party to remedy such breach (failure to give such notice shall not constitute a waiver of such default or of any rights or interests arising hereunder); or (b) Either Party may terminate this Agreement upon written notice to the other Party, 2010; 10.1.3 by Contributing Party or Company if: (ai) there is a final nonappealable order substantial portion of a Governmental Body in effect permanently restraining, enjoining any Party's assets or otherwise prohibiting consummation the conduct of the transactions business of any Party shall be substantially encumbered by extraordinary governmental action or by operation of law, including but not limited to any of the following: the action by any Governmental Authority, quasi-governmental authority, or other entity acting under color of law to (A) condemn, nationalize, seize, expropriate, or assume custody or control of all or a substantial portion of its property or assets or business operations or of its share capital; (B) cause the dissolution or disestablishment of any Party; (C) prevent any Party or its officers from carrying on its business or operations or a substantial part thereof, including but not limited to the imposition of import or export restrictions which materially impair the ability of any Party to conduct the scope of business contemplated hereby; or (D) change the composition of any Party's board of directors in a manner other than by this Agreementvoluntary action of its board; or (ii) there any other Party initiates or is any statutethe subject of a winding-up proceeding, rulea bankruptcy proceeding, regulation or order enacteda proceeding for the appointment of a judicial manager, promulgated suffers the appointment of a receiver of all or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any a substantial part of its representations, warranties, covenants assets or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partybusinesses, or if any representation or warranty makes an assignment for the benefit of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company its creditors. (c) Corage may at its option terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of at any time, for any or no reason, effective upon at least thirty days' advance written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)to DSPGL.

Termination Events. Except as provided 7.1 Subject to the terms of Clause 7.4, the Company may by giving written notice to the Consenting Noteholder, terminate this Agreement if, at any time, the Consenting Noteholder is in Section 10.2breach in a material respect of any of its obligations, representations, undertakings and/or warranties under the terms of this Agreement and, if capable of remedy, such breach is not remedied within 10 Business Days of the Consenting Noteholder being given notice of such breach. 7.2 This Agreement may be terminated by written notice at the election of the Consenting Noteholder if: (a) the implementation of the Proposed Restructuring is materially restricted or prevented by an order of a court of competent jurisdiction which: (i) if subject to appeal, has not been appealed within 10 Business Days of the date of such order; or (ii) if not appealed, has not been revoked or dismissed within 10 Business Days of the date of such order; (b) any time prior representation or warranty of the Company or Group under this Agreement proves to have been incorrect or misleading in any material respect and, if capable of remedy, is not remedied within 3 Business Days from the date the Company or Group is given notice of such breach; or (c) the Proposed Restructuring is amended or modified or any Proposed Restructuring Document is amended, restated, varied or supplemented (or any combination thereof), in each case in any material respect which is likely to adversely affect or conflict with the terms of the Proposed Restructuring or its implementation or the economic interests of the Noteholders as a class of creditors; or (d) an Insolvency Proceeding occurs or commences in respect of the Company, Group or CBGL; or (e) the Company or Group fails to comply with any undertaking under this Agreement in any material respect and, if capable of remedy, such breach is not remedied within 10 Business Days from the date the Company is given notice of such breach. 7.3 Subject to the Closingterms of Clause 7.4, this Agreement will terminate immediately upon the occurrence of any of the following events (each a Termination Event): (a) at a Scheme Meeting at which a vote takes place, the Scheme is not approved by the requisite majorities of the Scheme Creditors specified in section 899(1) of the Companies Act; (b) on the earlier of the Scheme Settlement Date and the Longstop Date; (c) the Company gives the Consenting Noteholder or any other Noteholder written notice of an intention either: 10.1.1 (i) not to proceed with the Scheme; or (ii) to proceed with a proposed scheme of arrangement on terms which are different to the Scheme in any material respect; and (d) the Consenting Noteholder sells, transfers, assigns or otherwise disposes of all of its Locked-up Notes in accordance with Clause 5.4; and (e) if: (i) the 5.5555% Bondholders vote against the proposals (to the extent related to the 5.5555% Bonds) contemplated in the relevant Proposed Restructuring Documents at the 5.5555% Bondholders Meeting; (ii) the 13% Bondholders vote against the proposals (to the extent related to the 13% Bonds) contemplated in the relevant Proposed Restructuring Documents at the 13% Bondholders Meeting; or (iii) the Preference Shareholders vote against the proposals (to the extent related to the Preference Shares) contemplated in the relevant Proposed Restructuring Documents at the Preference Shareholders Meeting. 7.4 If this Agreement terminates in accordance with this Clause 7 (or by mutual written consent of Contributing Party the Parties), the Parties shall be immediately released from all their obligations under this Agreement, provided that such termination and of Company;release: 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order shall be without limitation to, and does not in any way affect, the obligations of a Governmental Body in effect permanently restrainingthe Company or Group to, enjoining or rights of the Company or Group against, any Permitted Transferee, with respect to the Dated Notes which the Consenting Noteholder has sold, transferred, assigned or otherwise prohibiting consummation disposed of to that Permitted Transferee; (b) shall not limit or prejudice the rights of one Party against the other Party which have accrued or relate to breaches of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date terms of this Agreement by at the time of or prior to termination; (c) shall not limit the effectiveness of Clauses 8, 9, 10 and 11 the provisions of which shall continue to apply; (d) shall be without limitation to and does not in any Governmental Body that would make consummation way affect the obligations of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not to bear the costs in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any respect of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providednegotiation, that, if such inaccuracy in such representations preparation and warranties or breach by Contributing Party is curable through implementation of the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if Scheme and the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Proposed Restructuring.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order by mutual consent of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalPurchaser and Seller; 10.1.4 (b) by Company if it Purchaser (so long as Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof Seller’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 7.1(a) or Section 3.2 would 7.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date notice of written notice the breach from Company of such breach Purchaser; (but no cure period will be required for a breach which c) by its nature cannot be cured); or 10.1.5 by Contributing Party if it Seller (so long as Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof Purchaser’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 7.2(a) or Section 3.2.2 would 7.2(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date notice of written notice breach from Contributing Seller; (d) by either Purchaser or Seller 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 Transaction; or (e) by either Seller or Purchaser if the Closing has not occurred on or before June 30, 2020 (the “Outside Date”) (other than through the failure of the Party seeking such termination to comply fully with its obligations under this Agreement); provided that if the Closing has not occurred due to non-satisfaction of such breach (but no cure period will the condition set forth in Section 7.1(d), Section 7.1(h), Section 7.2(c) or Section 7.2(g), the Outside Date shall be required for a breach which by its nature cannot be cured)automatically extended to December 31, 2020.

Termination Events. Except as provided in Section 10.2, this ​ This Agreement may be terminated and the transactions contemplated hereby may be abandoned: ​ (a) at any time, by mutual written agreement of the Securityholders’ Representative and Parent; or ​ (b) by Parent, at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party , if (i) the Company or Company if the Closing has not occurred by January 31Securityholders’ Representative is in breach, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingany material respect, enjoining or otherwise prohibiting consummation of the transactions contemplated representations, warranties or covenants made by it in this Agreement; or , (ii) there such breach is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable not cured within ten (10) days of written notice of such breach from Parent (to the Agreement after the date of this Agreement by any Governmental Body that extent such breach is curable) and (iii) such breach, if not cured, would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of render the conditions set forth in Section 3.1 6.2 incapable of being satisfied; or ​ (c) by the Securityholders’ Representative, at any time prior to the Closing, if (i) Parent or Merger Sub 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 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 3.2 would 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 be satisfiedhave occurred on or prior to such date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(d) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Company action or inaction of such breach party (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not or in material breach the case of the Securityholders’ Representative, the Company) or any of its representations, warranties, covenants or agreements contained in this Agreement and there Affiliates has been a material principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; or ​ (e) by either Parent or the Securityholders’ Representative if any representationGovernmental Authority having competent jurisdiction has issued a final, warrantynon-appealable Order or taken any other action the effect of which is to permanently restrain, covenant enjoin or agreement contained in this Agreement on otherwise prohibit the part of Company such Contemplated Transactions; provided that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 9.1(e) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Contributing Party action or inaction of such breach party (but no cure period will be required for or in the case of the Securityholders’ Representative, the Company) or any of its Affiliates has been a principal cause of or resulted in such Order or action and such action or inaction constitutes a breach which by its nature cannot be cured).of this Agreement. ​ ​ ​

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingEffective Time: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company and such breach has not been cured within ten business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Merger Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied; 10.1.5 (c) by Contributing Party Parent, if it is not the Company or its board of directors shall have (i) withdrawn, modified or amended in any material breach respect its approval of any of its representations, warranties, covenants or agreements contained in this Agreement or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval), and in that event the Company shall pay to Parent the Due Diligence Costs pursuant to Section 6.3; (d) by the Company if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Merger Sub and such breach has not been cured within ten business days after written notice to Parent (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (e) by the Company, if the Company accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its Board of Directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors' fiduciary duty under DGCL provided, however, that in that event the Company shall pay to Parent the Due Diligence Costs pursuant to Section 6.3; (f) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent's or Merger Sub's ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent or Merger Sub to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent or Merger Sub as a result of the Merger; (iii) if the Company's stockholders do not approve this Agreement and the transactions contemplated hereby at the Company Meeting; or (g) by any party hereto if the Merger shall not have been consummated by February 29, 2000, provided that the right to terminate this Agreement under this Section 9.1(g) shall 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 failure of the Effective Time to occur on or before such date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closingterminated: 10.1.1 14.1.1 Prior to Closing by mutual written consent Consent of Contributing Party the Purchaser and of Companythe Seller; 10.1.2 14.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;Purchaser if: 10.1.3 by Contributing Party or Company if: (a) there is has been a final nonappealable order material breach of any of the Seller’s representations, warranties, covenants or agreements contained in this Agreement, which would result in the failure of a Governmental Body condition set forth in effect permanently restrainingClause 5.1, enjoining and which breach has not been cured or otherwise prohibiting consummation cannot be cured within 30 (thirty) days after the notice of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to breach from the Agreement after Purchaser and the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement; (b) there has been a Material Adverse Effect prior to Closing; 14.1.3 by the Seller or Purchaser, if the Closing has not occurred on or before the Long Stop Date; 14.1.4 by either the Purchaser or the Seller if any Governmental Authority has issued a non-appealable final Judgment or taken any other non-appealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; 14.1.5 by the Seller if there has been a material breach of any representationof the Purchaser’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on the part of Contributing PartyAgreement, and which breach has not been cured or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 (thirty) days after the date notice of written notice the breach from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it the Seller and the Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingClosing Date, provided however that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company or the Major Stockholders and such breach has not been cured within ten business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Federal is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied; 10.1.5 (c) by Contributing Party Parent, if it is not the Company, its board of directors or the Major Stockholders shall have (i) withdrawn, modified or amended in any material breach respect the approval of any of its representations, warranties, covenants or agreements contained in this Agreement and or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval); (d) by the Company if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent, Federal or Merger Sub and such breach has not been cured within ten business days after written notice to Parent (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (e) by the Company, if the Company accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its Board of Directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors’ fiduciary duty under the CV; provided, however, that in that event the Company shall pay to Parent the amount pursuant to Section 6.1; (f) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal; or (g) by any party hereto if the Merger shall not have been consummated by November 16, 2002 , provided that the right to terminate this Agreement under this Section 9.1(f) shall 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 failure of the Closing Date to occur on or before such date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of the Company; 10.1.2 (b) by Contributing Party Buyer if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the part of the Company or any Principal Stockholder and such breach has not been cured within 10 Business Days after notice to the Company and the Stockholders Representative (provided that neither Buyer nor Merger Sub is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach that by its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, as the case may be, will not be satisfied; (c) by the Company if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the Closing part of Buyer, Buyer’s Parent or Merger Sub, and such breach has not occurred been cured within 10 Business Days after notice to Buyer (provided, that neither the Company nor any Principal Stockholder is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach that by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, 2010as the case may be, will not be satisfied; 10.1.3 (d) by Contributing Party either Buyer or the Company if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body Entity that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in Transactions illegal or that would prohibit Buyer’s or Buyer’s Parent’s ownership or operation of all or any material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe business of the Company or any Company Subsidiary, or if compel Buyer or Buyer’s Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or any representation or warranty of Contributing Party has become untrueCompany Subsidiary, or in any case if any Buyer as a result of the conditions set forth in Section 3.1 or Section 3.2 would Transactions; or (e) by any Party if the Closing shall not be satisfied; providedhave been consummated by the 90th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1(e) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in whose failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has been a material breach the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing Date to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.

Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at The occurrence of any time prior to one or more of the Closingfollowing events shall constitute a Termination Event: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingthe Transferor, enjoining any Seller or otherwise prohibiting consummation the Collection Agent shall fail to make any payment or deposit to be made by it hereunder or under any of the transactions contemplated by this AgreementTransaction Documents when due hereunder or thereunder and such failure continues for one (1) Business Day; or or (iib) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant certification or agreement contained statement made by the Transferor, the Collection Agent or any Seller in this Agreement on the part of Contributing PartyAgreement, 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, if any time 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 time period provided in such Section); provided, however, that (i) no such representation, warranty, certification or statement relating to a Receivable for which the Transferor has timely paid to 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 paragraph (b), (ii) any such incorrectness with respect to a representation or warranty in Section 3.01(f) or Section 3.01(r) (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 Contributing Party has become untruethe Transferor obtains knowledge thereof, and (iii) any such incorrectness with respect to a representation or warranty in Section 3.01(e) or Section 3.01(s) shall not 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 Seller or the Collection Agent shall fail to observe or perform in any case material respect any other term, covenant or agreement in this Agreement or any other Transaction Document (and, if any of time 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 RECEIVABLES TRANSFER AGREEMENT the conditions covenant set forth in Section 3.1 5.01(f) shall not give rise to a Termination Event under this paragraph (c) until after giving effect to the cure period, if any, set forth in the related 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 Restatement Date; or (j) the Percentage Factor exceeds the Maximum Percentage Factor and the Transferor shall not have, by the next Business Day thereafter, reduced the 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 3.75%; or (m) the average Delinquency Ratio for the three preceding Settlement Periods exceeds 14.00%; or (n) C&A or any of its Subsidiaries shall default in the observance or performance of Section 6.14 or Section 3.2 6.15 of the Senior Credit Facility or an Event of Default (as such term is defined RECEIVABLES TRANSFER AGREEMENT 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, 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 payment to a plan to which Section 412(n) of the 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 Material Adverse Effect; or (s) (i) one or more judgments 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 effectively stayed or to the extent that an insurance carrier has accepted a claim for coverage thereto; (ii) one or more judgments for the payment of money shall be rendered against the Transferor and shall not have been satisfied; providedor (iii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Transferor, thata Seller, if the Collection Agent, C&A, or their Subsidiaries to enforce any such inaccuracy in judgment; or (t) 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 Deposit Report or Settlement Statement, when such representations and warranties report was due or breach (ii) with respect to any other report, receipt by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date Collection Agent of written notice from Company of the Administrative Agent that such breach (but no cure period will be required for a breach which by its nature cannot be cured)report is due; or 10.1.5 by Contributing Party if it is not in material breach (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 its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on less than $10,000,000 pursuant to the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Receivables Purchase Agreement.

Termination Events. Except as provided Notwithstanding the provisions of Clauses 3 and 10, the Company shall be entitled, but not bound, to terminate the Employment with immediate effect (without a notice period or payment in Section 10.2, this Agreement may be terminated lieu of any notice period) by giving to the Executive notice in writing at any time prior to after the Closing:occurrence of any one or more of the following events (each being termination for “Cause”): 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there if the Executive is a final nonappealable order guilty of a Governmental Body in effect permanently restraining, enjoining any gross misconduct or otherwise prohibiting consummation of behaviour which tends to bring himself or the transactions contemplated by this AgreementCompany or any Group Company into disrepute; or (b) if the Executive commits any material or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date persistent breach of this Agreement by any Governmental Body that would make consummation (in the case of a non-material persistent breach, having been given notice in writing of the transactions contemplated by this Agreement illegal;breach and a reasonable opportunity to rectify the breach) or unreasonably fails to comply with any reasonable order or direction of the Board; or 10.1.4 by Company (c) if it is he becomes insolvent or bankrupt or compounds with or grants a trust deed for the benefit of his creditors; or (d) if his behaviour (whether or not in material breach of this Agreement) can reasonably be regarded as materially prejudicial to the interests of the Company or any of its representationsGroup Company, warranties, covenants or agreements contained in this Agreement and there has been a breach including if he is found guilty of any representation, warranty, covenant criminal offence punishable by imprisonment (whether or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party sentence is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedactually imposed); or 10.1.5 by Contributing Party (e) if it he has an order made against him disqualifying him from acting as a company director; or (f) if the Executive is not found guilty of any offence of bribery under the Bribery Act 2010, or other bribery legislation in any other jurisdiction, breach of Clause 15 of this Agreement or the Company’s Anti-Bribery and Corruption Policy; or (g) if the Executive commits any material breach or persistent but non-material breach of the Articles of Association of the Company or any Group Company (in the case of its representationsa persistent but non-material breach, warranties, covenants or agreements contained having been given notice in this Agreement and there has been a material breach writing of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after and a reasonable opportunity to rectify the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedbreach).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or the Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (ai) there is a final nonappealable order Breach of a Governmental Body in effect permanently restraining, enjoining any covenant or otherwise prohibiting consummation obligation of the transactions contemplated by Contributing Stockholder in this Agreement; , or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to a Breach of the Contributing Stockholder’s representations and warranties in this Agreement after as of the date of this Agreement or as of any subsequent date (as if made on such subsequent date); provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(a) on account of any Breach which is curable by the Contributing Stockholder unless the Contributing Stockholder fails to cure such Breach within 15 calendar days after receiving written notice of such Breach from the Company; (b) by the Contributing Stockholder if (i) there is a Breach of any covenant or obligation of the Company in this Agreement, or (ii) there is a Breach of the Company’s representations and warranties in this Agreement as of the date of this Agreement or as of any subsequent date (as if made on such subsequent date); provided, however, that the Contributing Stockholder shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) on account of any Breach which is curable by the Company unless the Company fails to cure such Breach within 15 calendar days after receiving written notice of such Breach from the Contributing Stockholder; (c) by either the Company or the Contributing Stockholder if the Closing has not taken place on or before August 31, 2001 (the “Termination Date”) (other than as a result of any failure on the part of the terminating party to comply with or perform its covenants and obligations under this Agreement); provided, however, that if the parties hereto file a notification under the HSR Act and receive on or prior to the Termination Date a second request for information from the Federal Trade Commission in connection with such filing, the Termination Date shall be automatically extended by the number of calendar days from receipt of such second request for information until final action by the Federal Trade Commission on the HSR Act notification; (d) by the mutual written consent of the Company and the Contributing Stockholder; (e) by the Company or the Contributing Stockholder if the Federal Trade Commission or any successor Governmental Body advises the Company that would make it will issue its Consent to the consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company in the Transactional Agreements if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case only if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedCompany, thatthe Contributing Stockholder, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representationstheir respective Subsidiaries or the stockholders of the Company becomes subject to a Burdensome Condition; and (f) by the Company, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in pursuant to Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)5.8.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transaction abandoned at any time prior to the ClosingClosing Date: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of CompanyAthena; 10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAthena or Seller and such breach has not been cured within ten (10) Business Days after written notice to Seller (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Federal is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 8.2.1 or Section 8.2.2 hereof, as the case may be, are incapable of being satisfied; 10.1.5 (c) by Contributing Party Seller, if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Federal and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach has not be satisfied; been cured within ten (10) Business Days after written notice to Parent (provided, thatthat neither Seller, if such inaccuracy in Company's representations and warranties or breach by Holding nor the Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 8.3.1 or Section 8.3.2 hereof, as the case may be, are incapable of being satisfied; (d) by any Party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the stock or assets of Athena, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of Athena or Parent or Federal as a result of the Transaction; or (e) by any Party hereto if the Transaction shall not have been consummated by November 16, 2007, provided that the right to terminate this Agreement under this Section 10.1.1(e) shall 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 failure of the Closing Date to occur on or before such date.

Termination Events. Except as provided in Section 10.2This Agreement shall terminate concurrently upon the termination of the Option Agreement. This Agreement further may, this Agreement may by written notice given before or at the Option Closing, be terminated at any time prior to the Closingterminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation writing by mutual consent of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Purchaser and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSeller Parties; 10.1.4 (b) by Company the Purchaser if it is not there has been a breach in any material breach respect of any of its the Seller Parties’ representations, warranties, covenants or agreements contained in this Agreement (with materiality being measured individually and on an aggregate basis with respect to all breaches of representations and warranties and, with respect to the representations and warranties set forth in Section 3.2, Section 3.4 and Section 3.5 and each of the Seller Parties’ representations and warranties that is qualified as to materiality, any breach of such representations and warranties) that 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 or cannot be cured within 10 days after receipt of the notice of the breach from the Purchaser; (c) by the Seller Parties if there has been a breach in any material respect of any representationof the Purchaser’s representations, warranty, covenant warranties or agreement covenants contained in this Agreement (with materiality being measured individually and on an aggregate basis with respect to all breaches of representations and warranties and, with respect to the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions representations and warranties set forth in Section 3.1 or Section 3.2 would not be satisfied; provided4.2 and each of the Purchaser’s representations and warranties that is qualified as to materiality, that, if such inaccuracy in any breach of such representations and warranties warranties) that 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 10 days after receipt of the notice of breach from the Seller Parties; (d) by Contributing Party is curable through the exercise Purchaser if there has been any change or event (including any change or proposed change in Law or interpretation thereof) that has had or could reasonably be expected to have a Material Adverse Effect; (e) by either the Purchaser or the Seller Parties if any Governmental Authority of commercially reasonable effortscompetent jurisdiction has issued a nonappealable final Judgment or taken any other nonappealable final action, then Company may terminate this Agreement under this Section 10.1.4 only in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Contemplated Transactions; or (f) by either the Purchaser or the Seller Parties, upon delivery of written notice to the other, if the breach Option Closing has not occurred on or prior to December 31, 2008 the (“Sunset Date”), provided, that no party may elect to terminate on or after the Sunset Date if the Option Closing has not occurred due to the fault of such party; and provided further, that if the failure to have achieved the Option Closing is due solely to the failure to have obtained any Governmental Authorization set forth in Section 6.1(c) or Section 6.2(c), as applicable, by the Sunset Date, and an extension would not cured within cause the Final Closing to occur more than 30 days after the date of written notice from Company of such breach (but no cure period will Option Closing, the Sunset Date shall be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants extended and neither the Purchaser or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that Seller Parties shall have the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)until January 30, 2009.

Termination Events. Except as provided in Section 10.28.2, this Agreement may be terminated at any time prior to the Closing: 10.1.1 8.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 8.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 8.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 8.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or 3.1or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 8.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 8.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 8.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

Termination Events. Except This Agreement, and the employment relationship between Employee and the Company, shall terminate upon the occurrence of any of the following: (i) the death of Employee; (ii) the disability, as provided in Section 10.2defined and determined by the Company's Long Term Disability carrier, of Employee for a continuous period of at least six (6) months; (iii) the Company providing Employee with written notice that it is genuinely dissatisfied with his performance and is therefore terminating his employment; (iv) the expiration of the thirtieth (30th) day after the Company provides Employee with written notice that it is terminating his employment without cause, or for any reason that does not constitute genuine dissatisfaction with his performance; (v) the expiration of the thirtieth (30th) day after Employee provides the Company with written notice that he is resigning his employment. (vi) the expiration of the stated term of this Agreement, as it may from time to time be extended. (vii) the Company may by action of the Board of Directors, Chief Executive Officer or his designee terminate Employee's employment under this Agreement may be terminated at for cause without any time prior to notice, upon the Closingoccurrence of any of the following events: 10.1.1 by mutual written consent (a) the conviction of Contributing Party and Employee, whether or not appeal be taken, of any misdemeanor or felony crime involving personal dishonesty, moral turpitude or willfully violent conduct; (b) any embezzlement or wrongful diversion of funds of the Company or any affiliate of the Company; 10.1.2 (c) gross business misconduct by Contributing Party or Company if the Closing has not occurred by January 31, 2010Employee; 10.1.3 (d) gross malfeasance by Contributing Party Employee in the conduct of his duties; (e) breach of Section 5 or Company if: (a) there is a final nonappealable order Section 6 of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or or (iif) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material other breach of any of its representations, warranties, covenants or agreements contained in the terms of this Agreement and there such breach has not been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days corrected after the date of Company has given Employee reasonable notice thereof and a reasonable opportunity to correct any such breach. (viii) the Employee providing the Company with written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Company has breached the last paragraph of Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)2 hereof.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 (a) by mutual written consent of Contributing Party Purchaser and of the Company; 10.1.2 (b) by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: Purchaser (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it so long as Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement), if there has been a breach of any representationof the Company’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would not be satisfied; provided6.1(b), that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the which breach is not curable or, if curable, has not been cured within 30 days after the date of written notice of the breach has been delivered to the Company from Purchaser; provided that no such cure period shall be available or applicable to any breach by the Company of such breach Section 5.3 or Section 5.4(c); (but no cure period will be required for a breach which c) by its nature cannot be cured); or 10.1.5 by Contributing Party if it the Company (so long as the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement), if there has been a material breach of any representationof Purchaser’s and/or MergerSub’s representations, warrantywarranties, covenants or agreements 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 is not curable or, if curable, has not been cured within 30 days after written notice of the breach has been delivered to Purchaser from the Company; (d) by either the Company or Purchaser 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 under this Section 7.1(d) will not be available to any party whose failure to fulfill any material covenant or agreement contained under this Agreement has been the cause of or resulted in the action or event described in this Agreement Section 7.1(d) occurring; (e) by Purchaser if the Closing has not occurred (other than through the failure of Purchaser to comply fully with its obligations under this Agreement) on or before June 23, 2022; provided, however, that in the part event that all of Company such that the conditions set forth in Section 3.2.1 6.2 have been fulfilled or waived prior to such date (other than those set forth in Section 3.2.2 would 6.2(c) and those to be satisfied simultaneously with the Closing), Purchaser, upon written notice to the Company, shall be entitled to extend such date for a period not be satisfiedto exceed an additional ninety (90) days; provided, thatfurther, if such inaccuracy however, that in the event Purchaser is seeking to specifically enforce the Company's representations and warranties ’s obligations contemplated by this Agreement or breach to prevent or cure breaches of Section 5.4(d) by Company is curable by Company through the exercise of its commercially reasonable effortsCompany, then Contributing Party such date (as extended, as applicable) shall be extended to the date that is ten (10) Business Days subsequent to the date that any such proceedings related to Purchaser’s efforts are finally judicially determined and are no longer subject to appeal. In the event that the Closing Date shall not have occurred on or before such date (as extended, as applicable), then Purchaser may terminate this Agreement upon written notice to the Company; (f) 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 June 23, 2022; provided, however, that in the event that all of the conditions set forth in Section 10.1.5 only 6.2 have been fulfilled or waived prior to such date (other than those set forth in Section 6.2(c) and those to be satisfied simultaneously with the Closing), the Company, upon written notice to Purchaser, shall be entitled to extend such date for a period not to exceed an additional ninety (90) days; provided, further, however, that in the event the Company is seeking to specifically enforce Purchaser’s obligations contemplated by this Agreement or to prevent or cure breaches of Section 5.4(d) by Purchaser, then such date (as extended, as applicable) shall be extended to the date that is ten (10) Business Days subsequent to the date that any such proceedings related to the Company’s efforts are finally judicially determined and are no longer subject to appeal. In the event that the Closing Date shall not have occurred on or before such date (as extended, as applicable), then the Company may terminate this Agreement upon written notice to Purchaser; or (g) by Purchaser if the breach is Company does not cured within 30 days deliver to Purchaser (i) the Stockholder Written Consent on or prior to 7:00 a.m. Eastern time the day following the execution and delivery of this Agreement or (ii) the Second Stockholder Written Consent on or prior to the twentieth (20th) day after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated as follows: (a) Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing:Closing (i) in the event that the Seller Group (A) has Breached any representation, warranty, or covenant contained in this Agreement, or (B) delivers a Disclosure Schedule Supplement, which in either case individually, or in the aggregate, would cause any Damage to Buyer or the Company in excess of $500,000 (as determined in good faith by Buyer) or would cause a condition precedent within Article 7 not to be satisfied, and which in either case is not cured within five (5) Business Days after written notice of such breach from Buyer to Seller, or (ii) if the Closing shall not have occurred on or before June 15, 2007, by reason of the failure of any condition precedent under Article 7 (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant contained in this Agreement); 10.1.1 (b) The Seller may terminate this Agreement by giving written notice to Buyer at any time prior to the Closing (i) in the event that Buyer has Breached any representation, warranty, or covenant contained in this Agreement, which individually, or in the aggregate, would reasonably be expected to result in a Buyer Material Adverse Effect, which in either such case is not cured within five (5) Business Days after written notice of such breach from the Company to Buyer, or (ii) if the Closing shall not have occurred on or before June 15, 2007, by reason of the failure of any condition precedent under Article 8 (unless the failure results primarily from any of the Company or any member of the Seller Group breaching any representation, warranty, or covenant contained in this Agreement); or (c) by mutual written consent of Contributing Party Buyer and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Seller.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned: (a) at any time, by mutual written agreement of the Securityholders’ Representative and Parent; or (b) by Parent, at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party , if (i) the Company or Company if the Closing has not occurred by January 31Securityholders’ Representative is in breach, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingany material respect, enjoining or otherwise prohibiting consummation of the transactions contemplated representations, warranties or covenants made by it in this Agreement; or , (ii) there such breach is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable not cured within ten (10) days of written notice of such breach from Parent (to the Agreement after the date of this Agreement by any Governmental Body that extent such breach is curable) and (iii) such breach, if not cured, would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of render the conditions set forth in Section 3.1 6.2 incapable of being satisfied; or (c) by the Securityholders’ Representative, at any time prior to the Closing, if (i) Parent or Merger Sub 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 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 3.2 would 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 be satisfiedhave occurred on or prior to such date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(d) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Company action or inaction of such breach party (but no cure period will be required for or in the case of the Securityholders’ Representative, the Company) or any of its Affiliates has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach which by its nature cannot be cured)of this Agreement; or 10.1.5 (e) by Contributing Party either Parent or the Securityholders’ Representative if it any Governmental Authority having competent jurisdiction has issued a final, non-appealable Order or taken any other action the effect of which is not in material breach of any of its representationsto permanently restrain, warranties, covenants enjoin or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on otherwise prohibit the part of Company such Contemplated Transactions; provided that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 9.1(e) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Contributing Party action or inaction of such breach party (but no cure period will be required for or in the case of the Securityholders’ Representative, the Company) or any of its Affiliates has been a principal cause of or resulted in such Order or action and such action or inaction constitutes a breach which by its nature cannot be cured)of this Agreement.

Termination Events. Except as provided The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any Seller shall fail to make any payment or deposit required hereunder when due and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller in this Agreement, any other Transaction Document 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 the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold and PROVIDED FURTHER, that any such incorrect representation, warranty, certification or statement relating to a Receivable for which Buyer has actually received a Purchase Price Credit shall not constitute a Termination Event hereunder. (c) Any Seller shall breach any covenant contained in Section 10.24.1(b)(i) which is not cured within three (3) days, or any Seller shall breach any covenant contained in Section 4.2(c) or 4.2(e), which is not cured within thirty (30) days, or any Seller shall breach any other covenant contained in Section 4.2(a), (b) or (d). (d) Any Seller shall breach, fail to perform or observe any covenant contained in any Section of this Agreement may (which is not covered by another subsection, paragraph or clause of this Section 5.1) or of any other Transaction Document to which it is a party which is not cured within thirty (30) days after written notice from Buyer (or the Administrative Agent, as Buyer's pledgee). (e) Failure of any Seller or any of its Subsidiaries to pay any Material Debt when due; or the default by any Seller or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Material Debt to cause such Material Debt to become due prior to its stated maturity; or Material Debt of any Seller or any of its Subsidiaries shall be terminated at any time declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment or as a result of the sale of an asset securing such Material Debt) prior to the Closing:stated maturity thereof. 10.1.1 by mutual written consent (i) Any Seller 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 Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreementcreditors; or (ii) there is any statuteproceeding shall be instituted by or against any Seller seeking to adjudicate it bankrupt or insolvent, ruleor seeking liquidation, regulation winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order enactedfor relief or the appointment of a receiver, promulgated trustee or issued other similar official for it or deemed applicable any substantial part of its property, and, if against Seller, any such proceeding or case shall continue undismissed for a period of sixty (60) or more days, or (iii) any Seller shall take any corporate action to authorize any of the Agreement after actions set forth in the foregoing clauses (i) or (ii) of this subsection (f). (g) A Change of Control shall occur. (h) A final judgment or judgments for the payment of money in excess of $10,000,000 in the aggregate (exclusive of judgment amounts fully covered by insurance where the insurer has admitted liability in respect of such judgment) or in excess of $50,000,000 in the aggregate (regardless of insurance coverage) shall be rendered by one or more courts, administrative tribunals or other bodies having jurisdiction against any Seller or any of its Subsidiaries and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30) days from the date of this Agreement by any Governmental Body that would make consummation entry thereof and the Company or the relevant Subsidiary shall not, within said period of thirty (30) days, or such longer period during which execution of the transactions contemplated by this Agreement illegal;same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal 10.1.4 by Company if it is not (i) The Subordinated Note shall be assigned, pledged or otherwise transferred to any Person in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any violation of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)last section thereof.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingEffective Time: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company and such breach has not been cured within ten business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Merger Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied; 10.1.5 (c) by Contributing Party the Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Merger Sub and such breach has not been cured within ten business days after written notice to Parent (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (d) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent's ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent as a result of the Merger; or (e) by any party hereto if the Merger shall not have been consummated by April 30, 1999, provided that the right to terminate this Agreement under this Section 9.1(e) shall 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 failure of the Effective Time to occur on or before such date. Where action is taken to terminate this Agreement pursuant to this Section 9.1, such action shall be authorized by the board of directors of the party taking such action.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned: (a) at any time, by mutual written agreement of the Stockholders’ Representative and Parent; or (b) by Parent, at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party , if (i) the Company or Company if the Closing has not occurred by January 31Stockholders’ Representative is in breach, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingany material respect, enjoining or otherwise prohibiting consummation of the transactions contemplated representations, warranties or covenants made by it in this Agreement; or , (ii) there such breach is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable not cured within ten (10) days of written notice of such breach from Parent (to the Agreement after the date of this Agreement by any Governmental Body that extent such breach is curable) and (iii) such breach, if not cured, would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of render the conditions set forth in Section 3.1 6.2 incapable of being satisfied; or (c) by the Stockholders’ Representative, at any time prior to the Closing, if (i) Parent or Merger Sub 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 the Stockholders’ Representative (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 3.2 would 6.1 incapable of being satisfied; (d) by written notice by either the Stockholders’ Representative or Parent to the other, at any time after October 29, 2021 if the Closing shall not be satisfiedhave occurred on or prior to such date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(d) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Company action or inaction of such breach party (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not or in material breach the case of the Stockholders’ Representative, the Company) or any of its representations, warranties, covenants or agreements contained in this Agreement and there Affiliates has been a material principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (e) by either Parent or the Stockholders’ Representative if any representationGovernmental Authority having competent jurisdiction has issued a final, warrantynon-appealable Order or taken any other action the effect of which is to permanently restrain, covenant enjoin or agreement contained in this Agreement on otherwise prohibit the part of Company such Contemplated Transactions; provided that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 9.1(e) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Contributing Party action or inaction of such breach party (but no cure period will be required for or in the case of the Stockholders’ Representative, the Company) or any of its Affiliates has been a principal cause of or resulted in such Order or action and such action or inaction constitutes a breach which of this Agreement; or (f) by its nature cannot be curedthe Parent pursuant to Section 5.15 (Disclosure Schedules).

Termination Events. Except as provided 6.1 The Implementation Agreement will terminate with immediate effect and all rights and obligations of Liberty and SBG under the Implementation Agreement shall cease only in Section 10.2, this Agreement may be terminated at any time prior to the Closingfollowing circumstances: 10.1.1 6.1.1 on written notice of termination by mutual written consent of Contributing Party and of Company;SBG to Liberty if: 10.1.2 by Contributing Party or Company if 6.1.1.1 the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company ifIndependent Board: (ai) there is a final nonappealable order of a Governmental Body withdraws, modifies or qualifies its recommendation to vote in effect permanently restraining, enjoining or otherwise prohibiting consummation favour of the transactions contemplated by this AgreementOrdinary Scheme Resolution; or and/or (ii) there does not express and maintain a majority view that the Ordinary Scheme Consideration is any statutefair and reasonable to Ordinary Shareholders; or 6.1.1.2 the Independent Board: (i) withdraws, rule, regulation modifies or order enacted, promulgated or issued or deemed applicable qualifies its recommendation to the Agreement after the date of this Agreement by any Governmental Body that would make consummation vote in favour of the transactions contemplated by this Agreement illegal;Preference Scheme Resolution and the Preference Share Delisting Resolution; and/or (ii) does not express and maintain a majority view that the Preference Share Consideration and the Standby Offer Consideration is fair and reasonable to Preference Shareholders; or 10.1.4 by Company if it is not in 6.1.1.3 Liberty commits a material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any provisions of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, thatImplementation Agreement and, if such inaccuracy breach is capable of remedy, Liberty fails to remedy such breach within the remedy period provided in the Implementation Agreement (or if no such representations and warranties or breach by Contributing Party remedy period is curable through the exercise of commercially reasonable effortsprovided, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date 10 (ten) Business Days of a written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedSBG to Liberty requiring the same); or 10.1.5 6.1.1.4 an insolvency event has occurred in respect of Liberty or any material member of the Liberty group; 6.1.2 on written notice of termination by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been Liberty to SBG if: 6.1.2.1 SBG commits a material breach of any representation, warranty, covenant or agreement contained in this the provisions of the Implementation Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, thatand, if such inaccuracy breach is capable of remedy, SBG fails to remedy such breach within the remedy period provided in Company's representations and warranties the Implementation Agreement (or breach by Company if no such remedy period is curable by Company through the exercise of its commercially reasonable effortsprovided, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date 10 (ten) Business Days of a written notice from Contributing Liberty to SBG requiring the same); or 6.1.2.2 an insolvency event has occurred in respect of SBG or SBSA; or 6.1.3 on written notice of termination by one Party to the other if it has been finally determined that it would be illegal to implement all or a material part of such breach (but no cure period will be required for a breach which the Ordinary Scheme; or 6.1.4 by its nature cannot be cured)mutual written agreement between Liberty and SBG.

Termination Events. Except as provided 7.1 Subject to the terms of Clause 7.4, the Company may by giving written notice to the Consenting Noteholder, terminate this Agreement if, at any time, the Consenting Noteholder is in Section 10.2breach in a material respect of any of its obligations, representations, undertakings and/or warranties under the terms of this Agreement and, if capable of remedy, such breach is not remedied within 10 Business Days of the Consenting Noteholder being given notice of such breach. 7.2 This Agreement may be terminated by written notice at the election of the Consenting Noteholder if: (a) the implementation of the Proposed Restructuring is materially restricted or prevented by an order of a court of competent jurisdiction which: (i) if subject to appeal, has not been appealed within 10 Business Days of the date of such order; or (ii) if not appealed, has not been revoked or dismissed within 10 Business Days of the date of such order; (b) any time prior representation or warranty of the Company or Group under this Agreement proves to have been incorrect or misleading in any material respect and, if capable of remedy, is not remedied within 3 Business Days from the date the Company or Group is given notice of such breach; or (c) the Proposed Restructuring is amended or modified (other than, for the avoidance of doubt, as contemplated in the Amended and Restated Explanatory Statement, the Amended Scheme Supplemental Prospectuses and the Modified Scheme) or any Proposed Restructuring Document is amended, restated, varied or supplemented (or any combination thereof) (other than as contemplated in the Amended and Restated Explanatory Statement, the Amended Scheme Supplemental Prospectuses and the Modified Scheme), in each case in any material respect which is likely to adversely affect or conflict with the terms of the Proposed Restructuring or its implementation or the economic interests of the Noteholders as a class of creditors; or (d) an Insolvency Proceeding occurs or commences in respect of the Company, Group or CBGL; or (e) the Company or Group fails to comply with any undertaking under this Agreement in any material respect and, if capable of remedy, such breach is not remedied within 10 Business Days from the date the Company is given notice of such breach. 7.3 Subject to the Closingterms of Clause 7.4, this Agreement will terminate immediately upon the occurrence of any of the following events (each a Termination Event): (a) at a Scheme Meeting at which a vote takes place, the Modified Scheme is not approved by the requisite majorities of the Scheme Creditors specified in section 899(1) of the Companies Act; (b) on the earlier of the Scheme Settlement Date and the Longstop Date; (c) the Company gives the Consenting Noteholder or any other Noteholder written notice of an intention either: 10.1.1 (i) not to proceed with the Modified Scheme; or (ii) to proceed with a proposed scheme of arrangement on terms which are different to the Modified Scheme in any material respect; and (d) the Consenting Noteholder sells, transfers, assigns or otherwise disposes of all of its Locked-up Notes in accordance with Clause 5.4; and (e) if: (i) the 5.5555% Bondholders vote against the proposals (to the extent related to the 5.5555% Bonds) contemplated in the relevant Proposed Restructuring Documents at the 5.5555% Bondholders Meeting; (ii) the 13% Bondholders vote against the proposals (to the extent related to the 13% Bonds) contemplated in the relevant Proposed Restructuring Documents at the 13% Bondholders Meeting; or (iii) the Preference Shareholders vote against the proposals (to the extent related to the Preference Shares) contemplated in the relevant Proposed Restructuring Documents at the Preference Shareholders Meeting. 7.4 If this Agreement terminates in accordance with this Clause 7 (or by mutual written consent of Contributing Party the Parties), the Parties shall be immediately released from all their obligations under this Agreement, provided that such termination and of Company;release: 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order shall be without limitation to, and does not in any way affect, the obligations of a Governmental Body in effect permanently restrainingthe Company or Group to, enjoining or rights of the Company or Group against, any Permitted Transferee, with respect to the Dated Notes which the Consenting Noteholder has sold, transferred, assigned or otherwise prohibiting consummation disposed of to that Permitted Transferee; (b) shall not limit or prejudice the rights of one Party against the other Party which have accrued or relate to breaches of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date terms of this Agreement by at the time of or prior to termination; (c) shall not limit the effectiveness of Clauses 8, 9, 10 and 11 the provisions of which shall continue to apply; (d) shall be without limitation to and does not in any Governmental Body that would make consummation way affect any obligations of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not to bear the costs in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any respect of the conditions set forth negotiation, preparation and implementation of the Modified Scheme and the Proposed Restructuring as described in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Modified Scheme.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given at any time prior to the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation by mutual consent of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Purchaser and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSeller Representative; 10.1.4 (b) by Company if it the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Sellers’ or the Company’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 7.1(a) or Section 3.2 would 7.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach cured by Contributing Party the earlier of (i) the date that is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date notice of written notice the breach from the Purchaser and (ii) the End Date; (c) by the Seller Representative (so long as none of the Sellers or the Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationthe Purchaser’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 7.2(a) or Section 3.2.2 would 7.2(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach cured by Company the earlier of (i) the date that is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date notice of written notice breach from Contributing Party the Seller Representative and (ii) the End Date; (d) by the Purchaser if there has been a Material Adverse Effect; (e) by either the Purchaser or the Seller Representative if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of such breach restraining, enjoining or otherwise prohibiting the Proposed Transactions; (but no cure period will be required for a breach which f) by the Purchaser if the Closing has not occurred on or before the End Date, provided that the Purchaser’s failure to perform in any material respect any of its nature cancovenants or agreements contained in this Agreement has not be cured)been the cause of or resulted in the failure of the Closing to occur on or before the End Date; or (g) by the Seller Representative if the Closing has not occurred on or before the End Date, provided that the Sellers’ or the Company’s failure to perform in any material respect any of their respective covenants or agreements contained in this Agreement has not been the cause of or resulted in the failure of the Closing to occur on or before the End Date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned: (a) at any time, by mutual written agreement of the Company and Parent; or (b) by Parent, at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or , if (i) the Company if the Closing has not occurred by January 31is in breach, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingany material respect, enjoining or otherwise prohibiting consummation of the transactions contemplated representations, warranties or covenants made by it in this Agreement; or , (ii) there such breach is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable not cured within twenty (20) Business Days after Parent has given written notice of such breach to the Agreement after Company (to the date of this Agreement by any Governmental Body that extent such breach is curable) and (iii) such breach, if not cured, would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of render the conditions set forth in Section 3.1 6.2 incapable of being satisfied; (c) by the Company, at any time prior to the Closing, if (i) Parent or Merger Sub 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 twenty (20) Business Days after the Company has given written notice of such breach to Parent (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 3.2 would 6.1 incapable of being satisfied; (d) by written notice by either the Company or Parent to the other, at any time after March 31, 2022 if the Closing shall not be satisfiedhave occurred on or prior to such date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(d) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Company action or inaction of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of party or any of its representations, warranties, covenants or agreements contained in this Agreement and there Affiliates has been a material principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (e) by either Parent or the Company if any representationGovernmental Authority having competent jurisdiction has issued a final, warrantynon-appealable Order or taken any other action the effect of which is to permanently restrain, covenant enjoin or agreement contained in this Agreement on otherwise prohibit the part of Company such Contemplated Transactions; provided that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 9.1(e) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Contributing Party action or inaction of such breach (but no cure period will be required for party or any of its Affiliates has been a principal cause of or resulted in such Order or action and such action or inaction constitutes a breach which by its nature cannot be cured)of this Agreement.

Termination Events. Except as provided This Agreement may, by written notice given before or at the Closing, be terminated: by mutual consent of the Purchaser and the Company; by the Purchaser if there has been a breach of any of the Company's representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 10.26.1(b), and which breach has not been cured or cannot be cured within 30 days after the notice of the breach from the Purchaser; 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 may 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 or cannot be terminated at cured within 30 days after the notice of breach from the Company; by either the Purchaser or the Company if any time prior Governmental Authority of competent jurisdiction 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; 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 May 24, 2010; provided, however, that such period will be extended to June 24, 2010 to the Closing: 10.1.1 extent necessary to satisfy the conditions set forth in Section 6.1(c) (except in circumstances contemplated by mutual written consent of Contributing Party and of Company; 10.1.2 subsection (d) hereof); by Contributing Party or the Company if the Closing has not occurred by January 31(other than through the failure of the Company to comply fully with its obligations under this Agreement) on or before May 24, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining; provided, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statutehowever, rulethat such period will be extended to June 24, regulation or order enacted, promulgated or issued or deemed applicable 2010 to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of extent necessary to satisfy the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy 6.2(c) (except in such representations and warranties or breach circumstances contemplated by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach subsection (but no cure period will be required for a breach which by its nature cannot be curedd) hereof); or 10.1.5 or by Contributing Party if it is not in material breach the Purchaser upon receipt of any of its representationsan Update Notification from the Company, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such so long as that the conditions set forth in Section 3.2.1 6.2 have been satisfied or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)otherwise waived.

Termination Events. Except as provided This Agreement may, by notice given prior to or at the Closing, be terminated: 11.1.1 by mutual consent of the Company and the E-Cash Shareholder; 11.1.2 by the Company, if any of the conditions in Section 10.29 have 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 the Company to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the Closing Date; or (ii) by the E-Cash Shareholder, if any of the conditions in Section 10 have 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 the E-Cash Shareholder to comply with its obligations under this Agreement may be terminated at any time prior to Agreement) and the Closing: 10.1.1 by mutual written consent of Contributing Party and of CompanyE-Cash Shareholder has not waived such condition on or before the Closing Date; 10.1.2 11.1.3 by Contributing Party either the Company or Company the E-Cash Shareholder, if there shall have been entered a final, non-appealable order or injunction of any Governmental Authority restraining or prohibiting the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby; 11.1.4 by this Agreement; or (ii) there is any statutethe Company, ruleif, regulation or order enacted, promulgated or issued or deemed applicable prior to the Agreement after Closing Date, the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it E-Cash Shareholder is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement herein contained in this Agreement on the part of Company and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach shall not be satisfiedcured within 10 days of the date of notice of default served by the Company claiming such breach; provided, thathowever, that the right to terminate this Agreement pursuant to this Section 11.1.5 shall not be available to the Company if the Company is in material breach of this Agreement at the time notice of termination is delivered; 11.1.5 by the E-Cash Shareholder, if, prior to the Closing Date, the Company is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the date of notice of default served by the E-Cash Shareholder claiming such breach or, if such inaccuracy in Company's representations and warranties or breach by Company is not curable by Company through within such 10 day period, such longer period of time as is necessary to cure such breach; provided, however, that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under pursuant to this Section 10.1.5 only 11.1.6 shall not be available to the E-Cash Shareholder if the E-Cash Shareholder is in material breach of this Agreement at the time notice of termination is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)delivered.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingEffective Time: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company and such breach has not been cured within ten business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Merger Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied; 10.1.5 (c) by Contributing Party Parent, if it is not the Company or its Board of Directors shall have (i) withdrawn, modified or amended in any material breach respect its approval of any of its representations, warranties, covenants or agreements contained in this Agreement or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reas onable period of time to recommend to its shareholders such rejection or disapproval), and in that event the Company shall pay to Parent, to compensate it for its expenses incurred and effort expended in preparing for the combination, a fee of one million dollars ($1,000,000); (d) by the Company if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Merger Sub and such breach has not been cured within ten business days after written notice to Parent (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (e) by the Company, if the Company accepts an Acquisition Proposal pursuant to a good-faith determination by its Board of Directors, after taking advice of counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors' fiduciary duty under Virginia corporation law, provided, however, that in that event the Company shall pay to Parent, to compensate it for its expenses incurred and effort expended in preparing for the combination, a fee of one million dollars ($1,000,000); (f) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent's ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent as a result of the Merger; (iii) if the Company's stockholders do not approve this Agreement and the transactions contemplated hereby at the Company Meeting; or (g) by any party hereto if the Merger shall not have been consummated by October 31, 1998, provided that the right to terminate this Agreement under this Section 9.1(g) shall 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 failure of the Effective Time to occur on or before such date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingEffective Time: 10.1.1 (1) by mutual written consent of Contributing Party Parent, Merger Sub and of the Company; 10.1.2 (2) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (ai) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the Company, such breach has not been cured within ten business days after written notice to the Company or (ii) Stockholder Approval has not been obtained within thirty (30) days of the date of this Agreement; (3) by the Company if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Parent or Merger Sub and such breach has not been cured within ten business days after written notice to Parent; (4) by any party hereto if (i) there shall be a final, non-appealable order of any federal or state court in effect preventing consummation of the Merger, or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent’s or the Surviving Corporation’s ownership or operation of all or any portion of the business or assets of the Company, or compel Parent or the Surviving Corporation to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent or Merger Sub as a result of the Merger; or (5) by any party hereto if the Merger shall not have been consummated by May 1, 2006, provided that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature canshall not be cured)available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of CompanySellers’ Representative; 10.1.2 (b) by Contributing Party Buyer if there has been a breach of any representation, warranty, covenant, obligation or Company if agreement contained in this Agreement on the Closing part of the Company, any Seller or Sellers’ Representative and such breach has not occurred been cured within 10 Business Days after notice to the Company (provided that Buyer is not in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, 2010as the case may be, will not be satisfied; 10.1.3 (c) by Contributing Sellers’ Representative if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the part of Buyer, and such breach has not been cured within 10 Business Days after notice to Buyer (provided, that neither the Company, any Seller nor Sellers’ Representative is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, as the case may be, will not be satisfied; (d) by any Party or Company hereto if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Transactions by any Governmental Body that Entity which would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach Transaction illegal or which would prohibit Buyer’s ownership of any the Interests or operation of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyCompany, or if any representation compel Buyer to dispose of or warranty of Contributing Party has become untrue, hold separate all or in any case if any a material portion of the conditions set forth in Section 3.1 business or Section 3.2 would assets of the Company or Buyer as a result of the Transaction; or (e) by any Party if the Transaction shall not be satisfied; providedhave been consummated by the 60th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1.1(e) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in whose failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has been a material breach the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing Date to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at terminate upon the occurrence of any time prior to of the Closing:following events (each a “Termination Event”): 10.1.1 by (i) the mutual written consent of Contributing Party the Company and of Companya Majority in Interest; 10.1.2 (ii) the Confirmation Order shall not have been entered by Contributing Party the Bankruptcy Court on or Company if the Closing has not occurred by January 31before November 15, 20102003; 10.1.3 by Contributing Party (iii) the Effective Date shall not have occurred on or Company if: before December 15, 2003; (iv) a trustee, responsible officer, or an examiner with powers beyond the duty to investigate and report, as set forth in subclauses (3) and (4) of clause (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation Section 1106 of the transactions contemplated by Bankruptcy Code shall have been appointed under Section 1104 or 105 of the Bankruptcy Code for service in the Chapter 11 Cases; (v) the Chapter 11 Cases shall have been converted to cases under Chapter 7 of the Bankruptcy Code; (vi) the Company shall have breached any material provision of this Agreement and (A) a Majority in Interest shall have provided written notice to the Company that (1) the Company has breached a material provision of this Agreement and (2) sets forth the provisions of this Agreement that have been breached; provided that the Company hereby agrees to waive the requirement (if any) that the Automatic Stay be lifted in connection with giving such notice (and not to object to any Purchaser seeking to lift the Automatic Stay in connection with giving such notice, if necessary), and (B) a ten (10) day cure period with respect to such breach shall have occurred and such breach shall remain uncured; (vii) the failure or nonoccurrence of any condition set forth in Section 3; (viii) the Plan is modified to provide for any terms that are materially adverse to the Purchasers or are materially inconsistent with the terms and provisions of the Plan or this Agreement; or (ix) the Company (i) submits an additional or further amended plan of reorganization or liquidation that is materially adverse to the Purchasers or is materially inconsistent with the terms and provisions of the Plan or this Agreement or (ii) there is any statute, rule, regulation moves to withdraw or order enacted, promulgated or issued or deemed applicable to withdraws the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Plan.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 by (a) By the mutual written consent of Contributing Party Parent and of the Company; 10.1.2 by Contributing Party (b) By either Parent or the Company if the Closing has not occurred by January taken place on or before December 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of 2007; provided that the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable right to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if 11.01(b) shall not be available to any party whose action or failure to act has been a principal cause of, or resulted in the breach is not cured within 30 days after failure of, the Merger to occur on or before such date of written notice from Company of and such breach (but no cure period will be required for action or failure to act constitutes a breach which by its nature cannot be cured); orof this Agreement; 10.1.5 by Contributing Party (c) By Parent if it is not in material breach (i) any representation or warranty of any of its representations, warranties, covenants the Company or agreements the Escrow Participants’ Representative contained in this Agreement and there has shall be inaccurate or shall have been breached as of the date of this Agreement, or shall have become inaccurate or shall be breached as of a material breach date subsequent to the date of any representation, warranty, covenant or agreement contained in this Agreement (as if made on the part of Company such subsequent date), such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 8.02(a) would not be satisfied; or (ii) any of the covenants or obligations of the Acquired Companies or the Company Securityholders contained in this Agreement shall have been breached in any material respect; provided, thathowever, that if such an inaccuracy in Company's representations and warranties or breach of any representation or warranty of the Company or the Escrow Participants’ Representative as of a date subsequent to the date of this Agreement or a breach of a covenant by an Acquired Company or the Escrow Participants’ Representative is curable by Company the same through the exercise use of its commercially reasonable effortsefforts during the 30-day period after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Contributing Party Parent may not terminate this Agreement under this Section 10.1.5 only 11.01(c) 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 Parent may not terminate this Agreement pursuant to this Section 11.01(c) if Parent is in material breach of this Agreement or if such breach by an Acquired Company or the Escrow Participants’ Representative is cured such that such conditions would then be satisfied); (d) by the Company if: (i) any representation or warranty of either Parent or Merger Sub contained in this Agreement shall be inaccurate or shall have been breached as of the date of this Agreement, or shall have become inaccurate or shall be breached as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 8.01(a) would not be satisfied; or (ii) if any of Parent’s or Merger Sub’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that if an inaccuracy in or breach of any representation or warranty of Parent or Merger Sub as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent or Merger Sub is curable by the same through the use of commercially reasonable efforts during the 30-day period after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”), then the Company may not terminate this Agreement under this Section 11.01(d) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent or Merger Sub, during the Parent 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 11.01(d) if the Company is in material breach of this Agreement or if such breach by the Parent or Merger Sub is cured such that such conditions would then be satisfied); (e) 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, could reasonably be expected to have or result in a Material Adverse Effect; (f) by Parent, if any condition contained in Section 8.02 shall become incapable of fulfillment by the Outside Date; (g) by the Company, if any condition contained in Section 8.01 shall become incapable of fulfillment by the Outside Date; or (h) by Parent if the Requisite Stockholder Approval is not cured obtained within 30 days one Business Day after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingEffective Time: 10.1.1 (a) by mutual written consent of Contributing Party Parent, Merger Sub and of the Company; 10.1.2 (b) by Contributing Party Parent or Company Merger Sub if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company and such breach has not been cured within ten (10) business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Merger Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2(a) or Section 7.2(b) hereof, as the case may be, will not be satisfied; 10.1.5 (c) by Contributing Party the Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Merger Sub and such breach has not been cured within (10) ten business days after written notice to Parent and Merger Sub (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3(a) or Section 7.3(b) hereof, as the case may be, will not be satisfied; (d) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent’s ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent as a result of the Merger; or (e) by any party hereto if the Merger shall not have been consummated by May 31, 2004. Where action is taken to terminate this Agreement pursuant to this Section 9.1, such action shall be authorized by the board of directors of the party taking such action.

Termination Events. Except as provided in Section 10.2By notice given prior to the Closing, this Agreement may be terminated at any time prior to the Closingas follows: 10.1.1 (a) by mutual the written consent of Contributing Party Purchaser, Parent and of CompanySeller; 10.1.2 (b) by Contributing Party any Party, if any Governmental Authority, court or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is arbitrators of competent jurisdiction shall have issued a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; , unless such order arises out of, or (ii) there is any statuteresults from, rule, regulation or order enacted, promulgated or issued or deemed applicable a breach by the Party seeking to the Agreement after the date of terminate this Agreement of any representation, warranty, covenant or agreement of such party in this Agreement; (c) by any Governmental Body that would make consummation Party, if the Closing shall not have occurred on or prior to December 31, 2007, unless the failure of the transactions contemplated Closing to occur by such date arises out of, or results from, a breach by the party seeking to terminate this Agreement illegalof any representation, warranty, covenant or agreement of such Party in this Agreement; 10.1.4 (d) by Company Purchaser, if it is not in material breach of Seller or Parent has breached any of its representations, warranties, covenants or agreements or any of its representations or warranties contained in this Agreement, and such breach is not cured within five days following written notice to the breaching Party or cannot, by its nature, be cured prior to December 31, 2007, provided that the Purchaser seeking to terminate this Agreement and there has been is not then in a breach of any representation, warranty, covenant or other agreement contained in this Agreement on the part of Contributing PartyAgreement; or (e) by Seller or Parent, or if any representation or warranty of Contributing Party Purchaser has become untrue, or in any case if breached any of the conditions set forth its covenants or agreements or any of its representations or warranties contained in Section 3.1 or Section 3.2 would not be satisfied; providedthis Agreement, that, if and such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 five days after the date of following written notice from Company of such breach (but no cure period will be required for a breach which to Purchaser or cannot, by its nature cannot nature, be cured); or 10.1.5 by Contributing cured prior to December 31, 2007, provided that the Party if it seeking to terminate this Agreement is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or other agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party the Purchaser, the Company and of Companythe Selling Holder Representative; 10.1.2 (b) by Contributing Party or Company if written notice from the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable Purchaser to the Agreement after Company and the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company Selling Holder Representative, if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on by the part of Contributing PartyCompany or the Selling Holders, or if any such representation or warranty of Contributing Party has shall become untrueuntrue after the date hereof, or in any case if any of such that the conditions set forth in Section 3.1 or Section 3.2 Sections 6.1 and 6.2 would not be satisfied; provided, thatsatisfied and such breach is not curable or, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable effortscurable, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 the earlier of (i) fifteen (15) days after written notice thereof is given by the date of Purchaser to the Selling Holder Representative, and (ii) the Expiration Date; (c) by written notice from the Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party and the Selling Holder Representative to the Purchaser, if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on by the part of Company Purchaser, or any such representation or warranty shall become untrue after the date hereof, such that the conditions set forth in Section 3.2.1 or Section 3.2.2 Sections 7.1 and 7.2 would not be satisfied; provided, thatsatisfied and such breach is not curable or, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable effortscurable, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 the earlier of (i) fifteen (15) days after the date of written notice from Contributing Party thereof is given by the Selling Holder Representative to the Purchaser, and (ii) the Expiration Date; or (d) by written notice by the Company and the Selling Holder Representative to the Purchaser or by the Purchaser to the Company and the Selling Holder Representative, as the case may be, in the event the Closing has not occurred on or prior to September 17, 2010 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the party seeking such breach (but no cure period will be required for a breach which by its nature cannot be cured)termination.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party either Parent or Company the Company, if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is shall be any statute, rule, regulation or order enacted, promulgated or issued Legal Requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal, or if any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Merger shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement after pursuant to this Section 8.1(b) must have used all reasonable efforts to remove any such Order prior to the Termination Date; (c) by Parent, if any of the Company's representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement by or shall have become materially inaccurate as of any Governmental Body that would make consummation subsequent date (as if made on such subsequent date), or if any of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, Company's covenants or agreements contained in this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or breached in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfiedmaterial respect; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Parent may not terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date 8.1(c) on account of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such an inaccuracy in the Company's representations and warranties or on account of a breach of a covenant by the Company if such inaccuracy or breach is curable by the Company through unless the exercise Company fails to cure such inaccuracy or breach within ten (10) days after receiving written notice from Parent of its commercially reasonable effortssuch inaccuracy or breach; (d) by the Company, then Contributing Party if any of Parent's representations and warranties contained in this Agreement shall have been materially inaccurate as of the Closing Date, or if any of Parent's covenants contained in this Agreement shall have been breached in any material respect; provided, however, that the Company may not terminate this Agreement under this Section 10.1.5 only 8.1(d) on account of an inaccuracy in Parent's representations and warranties or on account of a breach of a covenant by Parent if the such inaccuracy or breach is not cured curable unless Parent fails to cure such inaccuracy or breach within 30 ten (10) days after the date of receiving written notice from Contributing Party the Company of such breach inaccuracy or breach; or (but no cure period will be required for e) by Parent or the Company, if the Closing has not taken place on or before June 30, 2005 (the "Termination Date") (other than as a breach which by result of any failure on the part of the terminating party to comply with or perform any of its nature cannot be curedcovenant or obligation set forth in this Agreement).

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given at any time prior to the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order by mutual consent of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of Acquiror and the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalShareholder; 10.1.4 (b) by Company if it Acquiror (so long as Acquiror is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Company’s or the Shareholder’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach cured by Contributing Party the earlier of (i) the date that is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 thirty (30) days after the date notice of written notice the breach from Acquiror, and (ii) the End Date; (c) by the Shareholder (so long as neither the Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it nor the Shareholder is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof Acquiror’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not been cured or cannot be satisfiedcured by the earlier of (i) the date that is thirty (30) after the notice of breach from the Shareholder, and (ii) the End Date; (d) by Acquiror if there has been a Material Adverse Effect; (i) by either Acquiror or the Shareholder if any Law has or shall be enacted, or any Governmental Entity has issued a nonappealable final Order or taken any other nonappealable final action, in each case having the effect of (A) preventing, making illegal or restraining the consummation of, or otherwise materially altering, any of the transactions contemplated by this Agreement, or (B) that would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (ii) by Acquiror if any Law has or shall be enacted, or any Governmental Entity has issued a nonappealable final Order or taken any other nonappealable final action, in each case having the effect of (Y) affecting adversely the right of Acquiror to own the capital stock of the Company, or (Z) affecting adversely the right of Acquiror, the Company, or any of their respective Affiliates to own their respective assets or to operate their respective businesses; or (f) by either Acquiror or the Shareholder if the Closing has not occurred on or before December 4, 2023 (the “End Date”) unless otherwise agreed to in writing by Acquiror and the Shareholder; provided, that, if such inaccuracy the right to terminate this agreement pursuant to this Section 7.1(f) shall not be available to any party whose failure to perform in Company's representations and warranties or breach by Company is curable by Company through the exercise any material respect any of its commercially reasonable efforts, then Contributing Party may terminate covenants or agreements contained in this Agreement under this Section 10.1.5 only if shall have been a primary cause of, or resulted in, the breach is not cured within 30 days after failure of the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Closing to occur on or before the End Date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is By either the Company or Purchaser if a final nonappealable order court of a competent jurisdiction or other Governmental Body shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift) and such was not at the request of the party seeking termination of the Agreement, in effect each case permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; or (b) by Purchaser if the Closing has not taken place on or before September 27, 2011 (iiother than as a result of any failure on the part of Parent, Purchaser or Merger Sub to comply with or perform any covenant or obligation of Parent, Purchaser or Merger Sub set forth in this Agreement); or (c) there is any statuteby the Company if the Closing has not taken place on or before September 27, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation 2011 (other than as a result of the transactions contemplated by this Agreement illegal; 10.1.4 by failure on the part of the Company if it is not in material breach of to comply with or perform any of its representations, warranties, covenants covenant or agreements contained obligation set forth in this Agreement Agreement); or (d) by the mutual written consent of Purchaser and there has been a the Company; or (e) by Purchaser, if (i) the Company shall breach of any representation, warranty, covenant obligation or agreement contained hereunder such that the conditions referred to in Section 7.1 or Section 7.2 would not be satisfied and such breach shall not have been cured within seven (7) Business Days following written notice of such breach, provided that the right to terminate this Agreement on by Purchaser under this Section 9.1(e) shall not be available where Parent, Purchaser or Merger Sub is at that time in breach of this Agreement, (ii) the part board of Contributing Partydirectors of the Company shall have withdrawn or modified its recommendation of this Agreement or the Merger in a manner adverse to Parent or Purchaser or recommended, endorsed, accepted or if agreed to an Acquisition Transaction (except with regard to Company Stock Options or pending Company Warrants set forth in Part 2.3 of the Disclosure Schedule) or shall have resolved to do any representation of the foregoing or warranty the approval of Contributing Party has become untruethe Shareholders of this Agreement or the Merger shall have been rescinded or invalidated, (iii) the Company or in any case if of its respective officers, directors, employees or other agents, shall have failed to comply with Section 5.2 or (iv) there shall have been an event such that any of the conditions set forth in Section 3.1 or Section 3.2 7.1 would not be incapable of being satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 (f) by Contributing Party the Company, if it is not in material (i) Parent, Purchaser or Merger Sub shall breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant obligation or agreement contained hereunder such that the conditions referred to in Section 8.1 or Section 8.2 would not be satisfied and such breach shall not have been cured within seven (7) Business Days following written notice of such breach, provided that the right to terminate this Agreement on by the part Company under this Section 9.1(f) shall not be available where the Company is at that time in breach of Company this Agreement; (ii) the board of directors of Parent, Purchaser or Merger Sub shall have withdrawn or modified its recommendation of this Agreement or the Merger; or (iii) there shall have been an event such that any of the conditions set forth in Section 3.2.1 or Section 3.2.2 8.1 would not be incapable of being satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured);.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent Parent if it is not in material breach of Contributing Party its obligations under this Agreement and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (ai) there is a final nonappealable order 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 Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation date subsequent to the date of the transactions contemplated by this Agreement, such that the condition set forth in Section 6.1 would not be satisfied; or (ii) there is any statuteof the covenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, rulehowever, regulation or order enacted, promulgated or issued or deemed applicable that if an inaccuracy in any of the representations and warranties of the Company as of a date subsequent to the Agreement after the date of this Agreement or a breach of a covenant by any Governmental Body that would make consummation the Company is curable by the Company through the use of reasonable efforts within five (5) business days following the date Parent notifies the Company in writing of the transactions contemplated by existence of such inaccuracy or breach and the Expiration Date (the “Company Cure Period”), then Parent may not terminate this Agreement illegalunder this Section 8.1(a) 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 Parent may not terminate this Agreement pursuant to this Section 8.1(a) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); 10.1.4 (b) by the Company if it is not in material breach of its obligations under this Agreement and if: (i) any of its representations, warranties, covenants or agreements Parent’s representations and warranties contained in this Agreement and there has been a breach shall be inaccurate as of any representation, warranty, covenant or agreement contained in the date of this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty shall have become inaccurate as of Contributing Party has become untruea date subsequent to the date of this Agreement, or in any case if any of such that the conditions condition set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).7.1 would

Termination Events. Except This Agreement, the other Primary Transaction Agreements and the “Primary Transaction Agreements” (as provided defined in Section 10.2the Other ffVC Purchase Agreements), this Agreement collectively and not individually, may be terminated at any time prior as follows: (a) upon written notice from either BFF or Seller to the Closing:other on or after September 30, 2024 (the “End Date”) if Closing has not occurred; provided, however, that no Party shall be entitled to terminate pursuant to this Section 8.1 if such Party’s breach of any Primary Transaction Agreement has substantially contributed to the failure of, or has prevented, the consummation of the Transactions or the Other ffVC Transactions to occur by the End Date; 10.1.1 (b) by mutual written consent of Contributing Party the Ben Parties and of CompanySeller; 10.1.2 (c) by Contributing Ben NV (so long as no Ben Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach the Primary Transaction Agreements), if Seller shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyPrimary Transaction Agreement, or if any representation or warranty of Contributing Party has Seller shall have become untrue, or in any either case if any of such that the conditions set forth in Section 3.1 or Section 3.2 7.2 would not be satisfied; provided, thatsatisfied and such breach is incapable of being cured or, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise capable of commercially reasonable effortsbeing cured, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is shall not have been cured within 30 20 days after the date following receipt by Seller of reasonably detailed written notice from Company of such breach from Ben NV; and (but no cure period will be required for a breach which d) by its nature cannot be cured); or 10.1.5 by Contributing Party if it Seller (so long as neither Seller nor Buyer is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a the Primary Transaction Agreements), if any Ben Party shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements set forth in any Primary Transaction Agreement, or if any material breach representation or warranty of any representationBen Party shall have become untrue, warranty, covenant or agreement contained in this Agreement on the part of Company either case such that the conditions set forth in Section 3.2.1 or Section 3.2.2 7.3 would not be satisfied; provided, thatsatisfied and such breach is incapable of being cured or, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise capable of its commercially reasonable effortsbeing cured, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is shall not have been cured within 30 20 days after following receipt by the date Ben Parties of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)from Seller.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:Closing (whether before or after the adoption and approval of this Agreement by the Company’s stockholders): 10.1.1 (a) by the mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party either Parent or Company the Company, if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party taken place on or Company if: before 5:00 p.m. (aPacific time) there on the date that is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after three months following the date of this Agreement by any Governmental Body (the “End Date”); provided, however, that would make consummation neither Parent nor the Company shall be permitted to terminate this Agreement pursuant to this Section 9.1(b) if the failure of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it Closing to take place on or before 5:00 p.m. (Pacific time) on the End Date (as the same may be extended) results from, or is not in caused by, a material breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement herein; (c) by Parent or the Company if: (i) 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; or (ii) there has been a breach 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 representation, warranty, covenant or agreement of the representations and warranties of the Company contained in this Agreement on shall be inaccurate or breached as of the part date of Contributing Partythis Agreement, or if any representation shall have become inaccurate or warranty been breached as of Contributing Party has become untruea date subsequent to the date of this Agreement, or in any case if any of such that the conditions condition set forth in Section 3.1 7.1 would not be satisfied; or (ii) any of the covenants or agreements of the Company or the Securityholders’ Agent contained in this Agreement shall have been breached such that the condition set forth in Section 3.2 7.2 would not be satisfied; provided, however, that, if such an inaccuracy in such or breach of 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 or agreement by the Company or the Securityholders’ Agent is curable by the Company or the Securityholders’ Agent (as the case may be) through the use of reasonable efforts prior to the earlier of (A) the End Date and (B) 30 days after Parent delivers written notice of such inaccuracy or breach by Contributing Party is curable through to the exercise of commercially reasonable effortsCompany or the Securityholders’ Agent (as applicable) (such period, the “Company Cure Period”), then Company Parent may not terminate this Agreement under this Section 10.1.4 only 9.1(d) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company or the Securityholders’ Agent (as the case may be), 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 the such inaccuracy or breach is not cured within 30 days after prior to the date expiration of written notice from the Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedCure Period); or 10.1.5 (e) by Contributing Party if it is not in material breach of the Company if: (i) any of its representationsParent’s representations and warranties contained in this Agreement shall be inaccurate or breached as of the date of this Agreement, warrantiesor shall have become inaccurate or been breached as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 8.1 would not be satisfied; or (ii) if any of Parent’s covenants or agreements contained in this Agreement and there has shall have been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company breached such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 8.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in Company's or breach of any of Parent’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant or agreement by Company Parent is curable by Company Parent through the exercise use of its commercially reasonable effortsefforts prior to the earlier of (A) the End Date and (B) 30 days after the Company delivers written notice of such inaccuracy or breach to Parent (such period, the “Parent Cure Period”), then Contributing Party the Company may not terminate this Agreement under this Section 10.1.5 only 9.1(e) 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 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 the such inaccuracy or breach is not cured within 30 days after prior to the date expiration of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedthe Parent Cure Period).

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation by mutual consent of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Purchaser and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSeller Representative; 10.1.4 (b) by Company if it the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Seller Representative’ or the Company’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 thirty (30) days after the date notice of written notice the breach from the Purchaser to Seller Representative; (c) by the Seller Representative (so long as neither the Company nor any of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it the Seller Representative is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Purchaser’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 thirty (30) days after the date notice of written breach from the Seller Representative to Purchaser; (d) by the Purchaser if there has been a Material Adverse Effect, unless cured by Seller within forty-five (45) days after the notice of the breach from Contributing Party the Purchaser to Seller Representative; or (e) by either the Purchaser or the Seller Representative if any Governmental Authority has issued a non-appealable final Judgment or taken any other non-appealable final action, in each case having the effect of such breach (but no cure period will be required for a breach which permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:Effective Time (whether before or after the Company Stockholder Approval or Required Parent Vote has been obtained): 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party either Parent or the Company if the Closing has Merger shall not occurred have been consummated by January 31December 26, 20102014 or, if the date by which Parent is required under its Amended and Restated Certificate of Incorporation to consummate an initial business combination is extended by a vote of the Parent Stockholders, the new date on which the Company is required to consummate an initial business combination, which shall in no event be later than February 26, 2015 (the “Outside Date”) (unless the failure to consummate the Merger is attributable to a failure on the part of the party seeking to terminate this Agreement to perform any material obligation required to be performed by such party at or prior to the Effective Time); 10.1.3 (c) by Contributing Party either Parent or the Company if: (a) there is if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order order, decree or ruling, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation the Merger; (d) by Parent if the Parent Stockholders shall have taken a final vote on the principal terms of the transactions contemplated by Merger and the adoption of this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalRequired Parent Vote has not been received; 10.1.4 (e) by Company Parent, if it neither Parent nor Merger Sub is not then in material breach of any term of its representationsthis Agreement, warranties, covenants or agreements contained in this Agreement and upon written notice to the Company if there has been occurs a breach of any representation, warranty, warranty or covenant or agreement of the Company contained in this Agreement on Agreement, and which breach, in the part absence of Contributing Partya cure, or if any representation or warranty of Contributing Party has become untrue, or in any case if any would cause either of the closing conditions set forth in Section 3.1 Sections 7.1 or Section 3.2 would 7.2 to not be satisfied; satisfied prior to the Outside Date, provided, thathowever, if that such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not capable of being cured or has not been cured within 30 thirty (30) days after the date giving of written notice from Company of such breach (but no cure period will be required for a breach which thereof by its nature cannot be cured)Parent to the Company; or 10.1.5 (f) by Contributing Party the Company, if it the Company is not then in material breach of any term of its representationsthis Agreement, warranties, covenants or agreements contained in this Agreement and upon written notice to Parent if there has been occurs a material breach of any representation, warranty, warranty or covenant of Parent or agreement Merger Sub contained in this Agreement on Agreement, and which breach, in the part absence of Company such that a cure, would cause either of the closing conditions set forth in Section 3.2.1 Sections 8.1 or Section 3.2.2 would 8.2 to not be satisfied; satisfied prior to the Outside Date, provided, thathowever, if that such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is either not capable of being cured or has not been cured within 30 thirty (30) days after the date giving of written notice from Contributing Party of such breach (but no cure period will be required for a breach which thereof by its nature cannot be cured)the Company to Parent.