Common use of Termination Fee Clause in Contracts

Termination Fee. (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of If this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event is terminated (as defined in subsection (iiA) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar by either Seller or Buyer pursuant to Section 9.7(a), the Sellers shall pay $2.5 million 9.1(b) and Seller is otherwise entitled to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the terminate this Agreement has validly been terminated solely pursuant to Section 9.1 9.1(c) or 9.1(e); (B) by the Company and WinStar or Seller pursuant to Section 9.3(a) 9.1(c); or (bC) by Seller pursuant to Section 9.1(e), then, in each case, Buyer shall pay to Seller an amount equal to $844,000,000.00 (the Company“Termination Fee”) in accordance with this Section 9.2(b). (ii) A "In the event the Termination Fee Event" is payable, such fee will be paid to Seller by Buyer in cash in immediately available funds within three Business Days after the occurrence of any date set forth in a written demand delivered to Buyer for Buyer to pay such Termination Fee. In the event Buyer does not pay the Termination Fee within such three Business Day period, Buyer acknowledges that Seller shall be entitled to draw upon the Guaranty for payment of the following: Termination Fee. In addition to the Termination Fee, Buyer shall pay, or cause to be paid, to Seller (A) The termination the reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with the pursuit of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because payment of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or Termination Fee and (B) The execution by any interest on the Termination Fee at the rate equal to the prime rate as published in the Wall Street Journal in effect on the date such payment or amount was required to be made per annum from and including the date the Termination Fee was required to be paid pursuant to the first sentence of this Section 9.2(b)(ii) up to and including the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")payment date. (iii) Sellers shall pay Buyer acknowledges and agrees that (A) the agreements contained in this Section 9.2(b) are an integral part of the transactions contemplated hereby and constitute a reasonable estimate of the losses that would be suffered by reason of any termination specified under this Section 9.2(b) in light of the difficulty of accurately determining actual damages upon such termination and (B) without these agreements, Seller would not have entered into this Agreement. (iv) Each of the Parties acknowledges and agrees that (A) the payment of the Termination Fee that complies with this Section 9.2 is not a penalty, but is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone in negotiating this Agreement and (B) Seller may simultaneously pursue both a grant of specific performance under Section 11.11 that results in the consummation of the transactions contemplated to occur at or in connection with the occurrence of a Termination Fee Event without further order Closing and payment of the Bankruptcy Court. Sellers' obligation to pay Purchase Price and the payment of the Termination Fee under Section 9.2; provided, however, that Seller shall constitute an administrative expense of Sellers under sections 503(bnot be entitled to ultimately receive both remedies. (v) and 507(a)(1) of In no event shall Buyer be required to pay or cause to be paid the Bankruptcy CodeTermination Fee on more than one occasion.

Termination Fee. (i) Sellers agree If this Agreement is validly terminated by the Company (A) pursuant to Section 8.1(c), (B) Section 8.1(e), or (C) Section 8.1(b) and acknowledge that Purchaser's and WinStar's negotiation and execution at the time of such termination the Company had the right to validly terminate this Agreement have resulted from pursuant to (x) Section 8.1(c) as a substantial investment result of management time and have required significant commitment of financial and other resources a material breach by Purchaser and WinStar, and that the negotiation and execution Parent of this Agreement and where such material breach was the primary cause of the failure of the Closing to have provided value occurred in accordance herewith, or (y) Section 8.1(e), then Parent will pay the Company an amount equal to Sellers. Therefore, if a Thirty Million Dollars ($30,000,000) (the “Termination Fee Event Fee”) by wire transfer of immediately available funds within three (as defined in subsection 3) Business Days after the date of such termination. (ii) belowIn the event Parent does not pay the Termination Fee within such three (3) occursBusiness Day period in accordance with this Agreement, Parent acknowledges that the Company shall be entitled to draw upon the Guaranty for payment of the Termination Fee, subject in addition all respects to the Expense Reimbursement payable limitations set forth herein and in the Guaranty. If the Company commences an Action in order to Purchaser and WinStar pursuant to obtain payment of the Termination Fee contemplated by this Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser 8.2(b) as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated result of Parent failing to pay the Termination Fee if, prior to the occurrence Company when due hereunder and such Action is finally and conclusively resolved by the entry of a final judgment (and following the expiration of all times for appellate review) against Parent, Parent shall pay to the Company the Termination Fee EventFee, plus interest at the Agreement has validly been terminated solely pursuant prime rate of interest reported in The Wall Street Journal in effect on the date such payment was required to Section 9.1 be made hereunder through the date of payment. Parent shall reimburse the Company for its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) to the extent incurred by the Company and WinStar or pursuant to Section 9.3(a) or (b) in connection with such Action. In the event this Agreement is validly terminated by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination Parent in connection with a breach of this Agreement pursuant to by the Company or the Representative, then the foregoing provisions of this Section 9.3(c8.2(b)(ii) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (first sentence of this Section 8.2(b)(ii)) shall apply mutatis mutandis in respect of any Actions commenced by Parent to seek specific performance or other injunctive relief with respect to the Company’s and the Representative’s obligations to consummate the Closing or for monetary damages in respect of such breach. Parent and Merger Sub acknowledge and agree that the agreements contained in this Section 8.2(b) are an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order integral part of the Bankruptcy Court. Sellers' obligation to pay transactions contemplated hereby, and that without these agreements, the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy CodeCompany would not enter into this Agreement.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of If this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar is terminated by Sellers pursuant to Section 9.7(a10.1(c)(i) or if this Agreement is terminated by Purchasers pursuant to Section 10.1(b)(ii) solely as a result of the failure of the condition in Section 8.1(h) to occur or Section 10.1(b)(iii) (each, an “Applicable Termination Section”), then Purchasers will pay to Sellers, within two (2) Business Days after such termination, a termination fee equal to two hundred fifty thousand dollars ($250,000) (the “Termination Fee”). (b) Purchasers acknowledge and agree that the provisions of this Section 10.3 are an integral part of the transactions contemplated by this Agreement, and that, without such provisions, the Sellers would not have entered into this Agreement. If Purchasers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated fail to pay the Termination Fee if, prior to the occurrence of Sellers within two (2) Business Days after the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because an Applicable Termination Section, and, in order to obtain the payment from Purchasers of the non-fulfillment of Termination Fee, the Sellers (or any of the conditions specified Seller, individually) makes a claim (including any Legal Proceeding) against Purchaser(s) that results in Section 8.3(ca judgment against Purchaser(s), (e)Purchasers shall, (g)jointly and severally, (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with to the occurrence of a Termination Fee Event without further order Sellers, plus the reasonable costs and expenses of the Bankruptcy CourtSellers (including their reasonable attorneys’ fees and expenses) incurred or accrued in connection with such claim. Sellers' obligation Additionally, if Purchasers shall fail to pay the Termination Fee to the Sellers within two (2) Business Days after the termination of this Agreement pursuant to an Applicable Termination Section, Purchasers shall, jointly and severally, pay to Sellers interest on the Termination Fee and, as applicable, on the amounts of any costs and expenses payable by Purchasers pursuant to the immediately foregoing sentence at the prime lending rate prevailing during such period as published in The Wall Street Journal. Any interest payable hereunder shall constitute an administrative expense be calculated on a daily basis from the date such amounts were required to be paid until (but excluding) the date of Sellers under sections 503(b) actual payment, and 507(a)(1) on the basis of the Bankruptcy Code.a 360-day year. ARTICLE XI MISCELLANEOUS 11.1

Termination Fee. In the event this Agreement is terminated (a) by the Company or Acquirer pursuant to Section 7.1(b) following the Extended Termination Date if, on the date of such termination (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStarSpecified Circumstance exists, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) beloweach of the conditions set forth in Sections 6.1(a), 6.1(b) occurs, in addition (other than with respect to the Expense Reimbursement payable Specified Circumstance), 6.3(a), 6.3(b), 6.3(e), 6.3(f), 6.3(g), 6.3(h), or 6.3(i) is satisfied or has been validly waived (other than the conditions that, by their terms, are intended to Purchaser be satisfied at the Closing, which conditions, as of the date of such termination, only need to be capable of being satisfied at the Closing), and WinStar (iii) the Company has delivered to Acquirer written notice in which the Company has irrevocably waived the conditions to closing contained in each of Sections 6.1(b) and 6.1(c) and certified that it is ready and willing to close the First Merger (it being understood that if Acquirer wishes to terminate this Agreement in accordance with this Section 7.1(b), Acquirer shall notify the Company and provide the Company with a reasonable amount of time to deliver such certification prior to the termination by Acquirer); or (b) pursuant to Section 9.7(a7.1(c) based on an Order arising as a result of a challenge by a Governmental Entity under any Antitrust Law in any Specified Jurisdiction, then Acquirer shall, within two Business Days after the date of such termination (such date, the “Termination Fee Due Date”), the Sellers shall (i) pay $2.5 million or cause to be paid to the Purchaser as a termination fee Company $1,000,000,000 in cash by wire transfer of same day funds ("“Cash Termination Fee"”) and (ii) in Acquirer’s sole discretion, either (A) pay or cause to be paid to the Company another $1,000,000,000 in cash by wire transfer of same day funds or (B) cause a number of shares of Parent Common Stock equal to $1,000,000,000 divided by the Parent Stock Price for Termination to be issued to the Company (“Stock Termination Fee” and collectively, the “Termination Fee”); provided, however, that in the Sellers event of a termination by Acquirer under Section 7.1(b) after the Extended Termination Date, Acquirer shall not be obligated to pay the Termination Fee ifunder this Section 7.3 if the Company’s failure to perform any covenant or agreement in Section 5.4(a), prior Section 5.4(b) or Section 5.4(d) was the principal cause of, or directly resulted in, the failure of the Closing to occur on or before the occurrence Extended Termination Date. In the event that Acquirer is required to pay the Termination Fee and the Stock Termination Fee consists of shares of Parent Common Stock, Acquirer shall file an immediately effective registration statement under the Securities Act of 1933 for the Company’s resale of the shares of Parent Common Stock required to be delivered as part of the Termination Fee Eventaccording to the terms and subject to the conditions set forth on Schedule 7.3. Notwithstanding any other provision of this Agreement to the contrary, the Company’s sole and exclusive remedy if either Acquirer or the Company terminates this Agreement has validly been terminated solely pursuant to Section 9.1 by 7.1(b) after the Company Extended Termination Date or Section 7.1(c), shall be receipt of the Termination Fee in accordance with the 58 terms hereof, and WinStar upon Acquirer’s or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The ’s termination of this Agreement pursuant to Section 9.3(c7.1(b) or (d) after the Extended Termination Date or Section 9.4 (except for Section 9.4(e7.1(c) or solely because and receipt of the non-fulfillment Termination Fee, the Company shall be precluded from any other remedy against Parent, Acquirer and their respective Affiliates at law or in equity or otherwise. Parent and the Company acknowledge that the agreements contained in this Section 7.3 are an integral part of the Agreement and the Transactions and that, without these agreements, neither (x) any of Parent, Acquirer or Merger Sub, on the conditions specified in Section 8.3(c)one hand, nor (e)y) the Company, (g)on the other hand, (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of would enter into this Agreement. In the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers event that Parent shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation fail to pay the Termination Fee required pursuant to this Section 7.3 when due, such Termination Fee, as the case may be, shall constitute an administrative expense accrue interest (based on the aggregate value thereof) for the period commencing on the date such Termination Fee became past due, at the rate of Sellers under sections 503(b) and 507(a)(1) interest per annum equal to the “Prime Rate” as set forth on the date such payment became past due in The Wall Street Journal “Money Rates” column. In addition, if Acquirer shall fail to pay such Termination Fee when due, Acquirer shall also pay to the Company, as applicable, all of the Bankruptcy CodeCompany’s costs and expenses (including attorneys’ fees) incurred by such other party in connection with efforts to collect such Termination Fee.

Termination Fee. Notwithstanding anything to the contrary herein, if both (ia) Sellers agree this Agreement is validly terminated pursuant to Section 9.01(b)(ii) and acknowledge (b) at the time of such termination, the conditions set forth in Sections 2.02(c) (which injunction, judgment, order, ruling or Law is asserted under any Antitrust Law) or 2.02(d) are not satisfied (and the other conditions set forth in Section 2.02 have been satisfied or, with respect to those conditions that Purchaser's and WinStar's negotiation and execution by their nature are to be satisfied at the Closing, which conditions are capable of being satisfied (provided, for the purposes of this Section 9.03, the failure of the Agreement have resulted from condition set forth in Section 2.02(d) to be satisfied, by itself, shall not be deemed to constitute a substantial investment failure of management time and have required significant commitment of financial and other resources by Purchaser and WinStarthe condition set forth in Section 2.02(e) to be satisfied)), and that then the negotiation and execution Buyer shall pay or cause to be paid to the Seller within five (5) Business Days following valid termination of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition and the Seller’s written notice to the Expense Reimbursement payable Buyer that such amount is due, a fee equal to Purchaser and WinStar pursuant to Section 9.7(a), $55,000,000 (the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("“Termination Fee"); provided, that ”) by wire transfer of immediately available funds to an account designated by the Sellers shall not be obligated Seller in writing at least three (3) Business Days prior to pay such payment being due. Following termination of this Agreement in circumstances where the Termination Fee ifis due and payable in accordance with this Section 9.03, prior the Seller’s right to the occurrence of receive the Termination Fee Eventin full pursuant to this Section 9.03 (together with any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Seller in enforcing this Section 9.03), will be the sole and exclusive remedy of the Seller and the other Seller Releasors against the Buyer, the Guarantor and any other Buyer Released Party for all Losses arising as a result of or in connection this Agreement, the failure of the Closing to occur, any breach of any covenant in this Agreement has validly been terminated solely pursuant or the failure of the transactions contemplated hereby to Section 9.1 be consummated, and upon payment by the Company and WinStar Buyer (or pursuant to Section 9.3(aits designee) of such amounts, none of the Buyer Released Parties shall have any liability, responsibility or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence obligation arising under this Agreement or any exhibit or Schedule hereto or any Related Agreement, or any certificate or other document entered into, made, delivered, or made available in connection herewith or therewith, or as a result of any of the following: transactions contemplated hereby or thereby or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or in equity in contract, in tort or otherwise, and neither the Seller nor any other Seller Releasor or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Buyer, the Guarantor or any of the other Buyer Released Parties relating to, arising out of or in connection with this Agreement or any Related Agreement, any of the transactions contemplated hereby or thereby (Aor the abandonment or termination thereof) The or any matters forming the basis for such termination or in respect of any other document or theory of Law or equity; provided, however, that in no event shall the foregoing limitations apply (i) in the event of any Willful Breach by the Buyer or (ii) to any breach of the Confidentiality Agreement following the termination of this Agreement pursuant Agreement. Without limiting the foregoing, for clarity, in no circumstances shall the Seller be permitted or entitled to Section 9.3(c) receive both a grant of specific performance or (d) or Section 9.4 (except for Section 9.4(e) or solely because monetary damages and payment of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")Termination Fee. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) If this Agreement shall be terminated: (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources [Reserved]; (ii) by Purchaser and WinStarOCSI pursuant to Section 9.1(c)(iv), then, prior to, and as a condition to such termination, OCSI shall cause the third party that made the negotiation applicable OCSI Superior Proposal (or its designee) to pay OCSL, subject to applicable Law, a non-refundable fee in an amount equal to $5,675,300 (the “OCSI Termination Fee”) as liquidated damages and execution full compensation hereunder; or (iii) (A) by (x) OCSL or OCSI pursuant to Section 9.1(b)(ii) or Section 9.1(b)(iii) or (y) OCSL pursuant to Section 9.1(d)(i) (solely to the extent that OCSI has committed a willful or intentional breach), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement have provided value to Sellers. Thereforeand, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition prior to the Expense Reimbursement payable date of such termination, has not been withdrawn (1) with respect to Purchaser and WinStar any termination pursuant to Section 9.7(a9.1(b)(ii) or Section 9.1(d)(i), the Sellers shall pay $2.5 million prior to the Purchaser date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iii), prior to the time of the duly held OCSI Stockholders Meeting, and (C) OCSI enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the date that such Takeover Proposal is consummated, OCSI shall cause the third party that made such Takeover Proposal (or its designee) to pay OCSL, subject to applicable Law, the OCSI Termination Fee as a termination fee ("Termination Fee")liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(a)(iii), the Sellers term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The OCSI Termination Fee shall not be obligated paid by wire transfer of immediately available funds to an account designated in writing to OCSI by OCSL if OCSL shall have furnished to OCSI wire payment instructions prior to the date of payment or, otherwise, by certified or official bank check. In the event that the OCSI Termination Fee becomes payable and is paid pursuant to this Section 9.2(a), the OCSI Termination Fee shall be OCSL’s and Merger Sub’s sole and exclusive remedy for monetary damages under this Agreement. (b) If this Agreement shall be terminated: (i) [Reserved]; (ii) by OCSL pursuant to Section 9.1(d)(iv), then, prior to, and as a condition to such termination, OCSL shall cause the third party that made the applicable OCSL Superior Proposal (or its designee) to pay OCSI, subject to applicable Law, a non-refundable fee in an amount equal to $19,960,028 (the “OCSL Termination Fee ifFee”) as liquidated damages and full compensation hereunder; or (iii) (A) by (x) OCSL or OCSI pursuant to Section 9.1(b)(ii) or Section 9.1(b)(iv) or (y) OCSI pursuant to Section 9.1(c)(i) (solely to the extent that OCSL has committed a willful or intentional breach), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement and, prior to the occurrence date of the Termination Fee Eventsuch termination, the Agreement has validly not been terminated solely withdrawn (1) with respect to any termination pursuant to Section 9.1 by 9.1(b)(ii) and Section 9.1(c)(i), prior to the Company date of such termination and WinStar or (2) with respect to any termination pursuant to Section 9.3(a9.1(b)(iv), prior to the time of the duly held OCSL Stockholders Meeting, and (C) OCSL enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (b2) Business Days after the date that such Takeover Proposal is consummated, OCSL shall cause the third party that made such Takeover Proposal (or its designee) to pay OCSI, subject to applicable Law, the OCSL Termination Fee as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(b)(iii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” The OCSL Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing to OCSL by OCSI if OCSI shall have furnished to OCSL wire payment instructions prior to the Companydate of payment or, otherwise, by certified or official bank check. In the event that the OCSL Termination Fee becomes payable and is paid pursuant to this Section 9.2(b), the OCSL Termination Fee shall be OCSI’s sole and exclusive remedy for monetary damages under this Agreement. (iiiv) A "Termination Fee Event" is The parties acknowledge that the occurrence agreements contained in this Section 9.2 are an integral part of the Transactions, that without these agreements each party would not have entered into this Agreement, and that any amounts payable pursuant to this Section 9.2 do not constitute a penalty. If OCSL fails to pay any amounts due to OCSI pursuant to this Section 9.2 within the time periods specified in this Section 9.2 or OCSI fails to pay OCSL any amounts due to OCSL pursuant to this Section 9.2 within the time periods specified in this Section 9.2, OCSL or OCSI, as applicable, shall pay reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by OCSI or OCSL, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts from the following: date payment of such amounts was due at the prime lending rate in effect on the date payment was due as published in The Wall Street Journal (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(csuccessor publication thereto), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission calculated on a daily basis from the date such amounts were required to be paid until the date of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")actual payment. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. In the event that (a) a proposal with respect to a transaction relating to the acquisition of a material portion of the capital stock of the Company or any of the Company's Subsidiaries, its or their assets or business, whether in whole or in part, whether directly or indirectly, through purchase, merger, consolidation or otherwise (an "ACQUISITION TRANSACTION") is commenced by the Company, publicly proposed, publicly disclosed or communicated to the Company or any representative or agent thereof after the date of this Agreement and prior to the date of termination of this Agreement, (b) this agreement is thereafter terminated by the Company pursuant to Section 13.1(e) or by the Purchasers pursuant to Section 13.1(f), and (c) within six (6) months following such termination an Acquisition Transaction is consummated or the Company enters into an agreement relating thereto, then in any such event, the Company shall pay the Purchasers $950,000.00 in same day funds (the "TERMINATION FEE") plus reimbursement of each Purchaser's expenses incurred in connection with the Transactions contemplated hereby, including, without limitation, all due diligence expenses and expenses of counsel; PROVIDED, that if the warrants have been issued pursuant to Section 9.1(s) of the Credit Agreement in consideration for certain guarantees provided in connection therewith, the Termination Fee shall be $750,000. The Termination Fee shall be paid to the respective Purchasers pro rata based on the number of shares of Common Stock to be purchased by the respective Purchasers hereunder as set forth on their respective signature pages hereto; PROVIDED, that if the warrants referred to in the proviso of the preceding sentence have not been issued, the Termination Fee shall be paid as follows: (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence 200,000 of the Termination Fee Eventshall be paid to SAP prior to any pro rata allocation among the Purchasers, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material remaining portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense be paid to the respective Purchasers pro rata based on the number of Sellers under sections 503(b) and 507(a)(1) shares of Common Stock to be purchased by the Bankruptcy Coderespective Purchasers hereunder as set forth on their respective signature pages hereto.

Termination Fee. (a) In the event that either: (X) the MGM Entities are entitled to terminate this Agreement pursuant to Section 10.1(d) hereof, or (Y) (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources Closing has not occurred by Purchaser and WinStarthe Estimated Closing Date (as such Estimated Closing Date may be extended by the Extension Payment), and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) beloweach of the Closing conditions set forth in Section 7.1 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser's failure to use its Commercially Reasonable Efforts to perform its respective obligations under this Agreement, and (iii) occurseach of the Closing conditions set forth in Section 7.3 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser failing to use its Commercially Reasonable Efforts to perform its respective obligations under this Agreement in accordance with the terms and conditions hereof, and (iv) the MGM Entities are not otherwise in default hereunder, then in either such event (X) or (Y) the MGM Entities shall have the right, as its sole and exclusive remedy, to give written notice to Purchaser of their intention to terminate this Agreement if Purchaser fails to close (or be prepared to close) the transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and as promptly as practicable following termination (which shall occur automatically on such fifth Business Day unless agreed to otherwise by the Parties in writing) Purchaser shall pay, or cause to be paid, in addition same day funds to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a)Seller, the Sellers shall pay sum of Twenty-Five Million Dollars ($2.5 million to 25,000,000) (the Purchaser as a termination fee ("Seller Termination Fee"); provided. Only one Termination Fee shall be payable to Seller regardless of the circumstances. In the event Seller receives payment of the Termination Fee, that Seller, and Seller on behalf of its Affiliates, agrees to forego and not to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly, Purchaser or any of their respective Affiliates, for Purchaser's failure to consummate the Sellers shall not be obligated transactions contemplated by this Agreement. The obligation of Purchaser to pay the Termination Fee if, prior pursuant to this Section 6.14(a) shall be guaranteed by Purchaser Parent pursuant to the Purchaser Guaranty. Subject to the occurrence of the matters set forth in subsection (X) or subsection (Y) (i), (ii), (iii) and (iv) of the first sentence of this Section 6.14(a), the Parties acknowledge and agree that the MGM Entities would sustain substantial damages in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser's failure to close, and Seller's actual damages in the event the sale of the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser's failure to close would be difficult or impractical to determine, and the Termination Fee Event, represents a reasonable estimate of the harm likely to be suffered by Seller in the event the sale of the Shares to Purchaser as contemplated by this Agreement has validly been terminated solely pursuant is not consummated as a result of Purchaser's failure to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or close. (b) In the event that either: (X)(i) the Closing has not occurred by the Company. Estimated Closing Date; and (ii) A "Termination Fee Event" is the occurrence of any each of the following: closing conditions set forth in Section 7.1 have been satisfied or waived by Seller or would have been satisfied but for the MGM Entities' failure to use its Commercially Reasonably Efforts to perform their respective obligations under this Agreement; and (Aiii) The termination the Closing conditions set forth in Section 7.2 have been satisfied or waived by Seller or would have been satisfied but for Seller failing to use its Commercially Reasonable Efforts to perform its obligations under this Agreement; and Purchaser is not otherwise in default hereunder, or (Y) prior to the Estimated Closing Date Seller executes an agreement with any other Person (other than Purchaser) for the sale or transfer of the Shares or for substantially all of the Companies' Assets, or (Z) Purchaser is entitled to terminate this Agreement pursuant to Section 9.3(c10.1(c) hereof, then in any such event (X) or (dY) or Section 9.4 (except for Section 9.4(eZ) the Purchaser shall have, as its sole and exclusive remedy, the right to give written notice to Seller of its intention to terminate this Agreement and Seller shall pay, or cause to be paid, in same day funds to Purchaser, the sum of Five Million Dollars ($5,000,000) (the "Purchaser Termination Fee"). Only one Purchaser's Termination Fee shall be payable to Purchaser regardless of the circumstances. In the event Purchaser receives payment of the Purchaser Termination Fee, Purchaser on behalf of its Affiliates, agrees to forego and not to pursue (or aid any other Person in pursuing) or solely because assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly Seller, any MGM entity or any of their respective Affiliates, for Seller's failure to consummate the transactions contemplated by this Agreement. Subject to the occurrence of the non-fulfillment of any of the conditions specified matters set forth in Section 8.3(csubsections (X)(i), (eii), (g), (i), (j), (kiii) or (lY) which non- fulfillment is not caused by any act or omission of Sellers); or (BZ) The execution by any of the Sellersfirst sentence of this Section 6.14(b), or any trustee the Parties acknowledge and agree that Purchaser would sustain substantial damages in bankruptcy for any of the Sellers, of an agreement providing for event the sale of all or any material portion the Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Seller's failure to close, and Purchaser's actual damages in the event the sale of the Business Shares to Purchaser as contemplated by this Agreement is not consummated as a result of Seller's failure to close would be difficult or of an equity interest in any impractical to determine, and the Purchaser Termination Fee represents a reasonable estimate of the Sellers, or any business combination of any harm likely to be suffered by Purchaser in the event the sale of the Sellers, involving any party other than the Shares to Purchaser (an "Alternative Transaction")as contemplated by this Agreement is not consummated as a result of Seller's failure to close. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) North Fork shall pay GreenPoint, by wire transfer of immediately available funds, the sum of $250 million (the "North Fork Termination Fee") if this Agreement is terminated as follows: (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers GreenPoint shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of terminate this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c8.1(g), then North Fork shall pay the North Fork Termination Fee on the business day following such termination; (e), ii) if (g), (i), (j), (kA) or (leither party shall terminate this Agreement pursuant to Section 8.1(d) which non- fulfillment is because the required North Fork stockholder approval shall not caused by any act or omission of Sellers); or have been received and (B) The execution by at any time after the date of this Agreement and at or before the date of the North Fork Stockholders Meeting an Acquisition Transaction shall have been publicly announced or otherwise communicated to the senior management or Board of Directors of North Fork (a "Public Proposal" with respect to North Fork) that has not been withdrawn prior to such date, then North Fork shall pay one-third of the North Fork Termination Fee on the business day following such termination; and if (C) within eighteen (18) months of the date of such termination of this Agreement, North Fork or any of the Sellersits Subsidiaries executes any definitive agreement with respect to, or consummates, any trustee in bankruptcy for any Acquisition Transaction, then North Fork shall pay the remaining two-thirds of the Sellers, North Fork Termination Fee upon the date of an agreement providing for the sale of all such execution or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction").consummation; and (iii) Sellers if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or GreenPoint shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to North Fork that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, North Fork shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then North Fork shall pay one-third of the North Fork Termination Fee on the business day following such termination; and (D) if within eighteen (18) months of the date of such termination of this Agreement, North Fork or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then North Fork shall pay the remaining two-thirds of the North Fork Termination Fee simultaneously upon the date of such execution or consummation. If North Fork fails to pay all amounts due to GreenPoint on the dates specified, then North Fork shall pay all costs and expenses (including legal fees and expenses) incurred by GreenPoint in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by GreenPoint. (b) GreenPoint shall pay North Fork, by wire transfer of immediately available funds, the sum of $250 million (the "GreenPoint Termination Fee") if this Agreement is terminated as follows: (i) if North Fork shall terminate this Agreement pursuant to Section 8.1(g), then GreenPoint shall pay the GreenPoint Termination Fee on the business day following such termination; (ii) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required GreenPoint stockholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the GreenPoint Stockholders Meeting there shall have been a Public Proposal with respect to GreenPoint that has not been withdrawn prior to such date, then GreenPoint shall pay one-third of the GreenPoint Termination Fee on the business day following such termination; and if (C) within eighteen (18) months of the date of such termination of this Agreement, GreenPoint or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then GreenPoint shall pay the remaining two-thirds of the GreenPoint Termination Fee on the date of such execution or consummation; and (iii) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or North Fork shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to GreenPoint that has not been withdrawn prior to such termination, and (C) following the occurrence of a such Public Proposal, GreenPoint shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then GreenPoint shall pay one-third of the GreenPoint Termination Fee Event without further order on the business day following such termination; and (D) if within eighteen (18) months of the Bankruptcy Courtdate of such termination of this Agreement, GreenPoint or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then GreenPoint shall pay the remaining two-thirds of the GreenPoint Termination Fee upon the date of such execution or consummation. Sellers' obligation If GreenPoint fails to pay all amounts due to North Fork on the Termination Fee dates specified, then GreenPoint shall pay all costs and expenses (including legal fees and expenses) incurred by North Fork in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by North Fork. (c) The parties acknowledge that the agreements contained in this Section 8.5 are an integral part of the transactions contemplated by this Agreement and constitute an administrative expense liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (d) For purposes of Sellers under sections 503(bthis Agreement, the term "Acquisition Transaction" shall mean (i) and 507(a)(1the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of GreenPoint or North Fork, as the case may be, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the Bankruptcy Code.outstanding shares of voting stock of GreenPoint or North Fork, as the case may be, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving GreenPoint or North Fork, as the case may be, other than a merger, business combination or similar transaction of the party in question if (x) the shareholders of such party immediately before any such transaction own at least 60% of the voting stock of the entity surviving such transaction (or the parent thereof) immediately following such transaction, and (y) as a result of such transaction no person or group shall own or control 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following the transaction. ARTICLE IX

Termination Fee. (a) If this Agreement is terminated by (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStarBuyer or Seller pursuant to Section 9.1(a)(iv) or Section 9.1(a)(v), and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection or (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar by Seller pursuant to Section 9.7(a9.1(a)(ii) with respect to a breach of Section 7.1, and, as of the time of such termination, the only conditions to Closing set forth in Article VIII that have not been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, so long as such conditions would reasonably have been capable of being satisfied if the Closing were to occur on the date the notice of termination is delivered) are those set forth in Section 8.1(a) or Section 8.1(b) (but in the case of Section 8.1(b), solely with respect to a Restraint or Law in respect of any Regulatory Law), then, within five Business Days following such termination, Buyer shall cause to be paid to Seller the Sellers Termination Fee. (b) Any Termination Fee due and payable by Buyer under this Section 9.3 shall pay $2.5 million be paid by wire transfer of immediately available funds to an account or accounts designated in writing by Seller. For the Purchaser avoidance of doubt, the Termination Fee, as applicable, shall be payable by Buyer only once and not in duplication even though a termination fee may be payable by Buyer under one or more provisions hereof. ("Termination Fee"); provided, that c) To the Sellers shall not be obligated extent Buyer fails to pay (or fails to cause to be paid) to Seller the Termination Fee ifwhen due in accordance with this Section 9.3 and Seller initiates a Proceeding against Buyer to recover such Termination Fee, prior to if such Proceeding results in a judgment in favor of Seller for the occurrence payment of the Termination Fee, Buyer shall pay to Seller: (i) all reasonable out-of-pocket costs and expenses incurred by Seller with respect to such Proceeding (including in connection with the enforcement of its rights under this Agreement) and (ii) interest on the unpaid Termination Fee Event, from the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to date due under Section 9.3(a) or (b) by until the Companydate of payment at a rate of 10% per annum, accruing daily. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of In the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and event that the negotiation closing conditions contained in Sections 5.1 and execution of this Agreement 5.2 (other than those set forth in Sections 5.2(b) and 5.2(g)) have provided value been satisfied or waived in writing by the Buyer and the Company is ready, willing and able to Sellers. Therefore, if a Termination Fee Event (as defined satisfy the closing conditions set forth in subsection (iiSections 5.2(b) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a5.2(g), the Sellers shall pay $2.5 million Buyer fails to perform its obligations under Article I required to be performed on the Purchaser as a termination fee ("Termination Fee"); providedClosing Date, that including the Sellers shall not be obligated obligation to pay effect the Termination Fee ifMerger, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by and the Company and WinStar or pursuant has a right to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of terminate this Agreement pursuant to Section 9.3(c7.1(b), the Buyer will pay the Company an amount equal to $20,000,000 within three Business Days after receipt of the Company’s written request therefor. (b) In the event that the closing conditions contained in Sections 5.1, 5.3(a) and 5.3(d) have been satisfied or waived in writing by the Company and the Buyer is ready, willing and able to satisfy the closing conditions set forth in Sections 5.3(b) and 5.3(c), the Company fails to perform its obligations under Article I required to be performed on the Closing Date, including the obligation to effect the Merger, and the Buyer has a right to terminate this Agreement pursuant to Section 7.1(b), the Company will pay the Buyer an amount equal to $20,000,000 within three Business Days after receipt of the Buyer’s written request therefor. (c) Any liability of the Buyer under this Agreement in connection with a failure to perform its obligations under Article I in the circumstances specified in Section 7.3(a) or under any other circumstances shall be satisfied solely by the payment by the Buyer of the amount specified in Section 7.3(a) and, in the event that the Closing does not take place, the Buyer shall have no other liability to any other party under this Agreement or in connection with the transactions contemplated by this Agreement, it being the intention of the parties that, if the Closing does not occur, in no event shall: (i) the Buyer have any liability under this Agreement or in respect of the transactions contemplated hereby in excess of: (1) $20,000,000 and it shall be liable for that amount only in the circumstances specified in Section 7.3(a); and (2) its obligations under the last sentence of Section 4.8(b); and (ii) the Guarantor have any liability under this Agreement or in respect of the transactions contemplated by this Agreement other than its guarantee of the Obligations under Section 4.10. (d) or Section 9.4 (except for Section 9.4(e) or solely because Any liability of the non-fulfillment of any of Company under this Agreement in connection with a failure to perform its obligations under Article I in the conditions circumstances specified in Section 8.3(c), (e), (g), (i), (j), (k7.3(b) or (l) which non- fulfillment is not caused under any other circumstances shall be satisfied solely by any act or omission of Sellers); or (B) The execution the payment by any the Company of the Sellersamount specified in Section 7.3(b) and, in the event that the Closing does not take place, the Company shall have no other liability to any other party under this Agreement or any trustee in bankruptcy for any connection with the transactions contemplated by this Agreement, it being the intention of the Sellersparties that, of an agreement providing for if the sale of all Closing does not occur, in no event shall the Company have any liability under this Agreement or any material portion in respect of the Business or transactions contemplated hereby in excess of an equity interest $20,000,000 and it shall be liable for that amount only in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"circumstances specified in Section 7.3(b). (iiie) Sellers shall pay The parties agree that neither (i) a failure by the Termination Fee simultaneously with Buyer to obtain the occurrence Debt Financing after satisfaction of its obligations under Section 4.8(a) in all material respects or a Termination Fee Event without further order of failure by the Bankruptcy Court. Sellers' obligation Buyer to pay obtain financing to support the Termination Fee shall Equity Funding nor (ii) any representation made herein by the Buyer or the Guarantor in relation to the Debt Financing or the Equity Funding will constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of fraud for the Bankruptcy Codepurposes this Agreement.

Termination Fee. (a) In the event that this Agreement is terminated pursuant to Section 9.1(a)(iii) or Section 9.1(a)(v) and, at the time of such termination, any of the conditions set forth in Section 7.1(c), Section 7.1(d) or Section 7.1(f) was not satisfied: (i) Sellers agree with respect to FSC, then if the board of directors of FSC has publicly advised stockholders of FSC to vote “AGAINST”, or has not made any public recommendation to stockholders of FSC with respect to, the applicable proposal contemplated by Section 6.3(a)(ii), Seller shall pay to Buyer (or its designee) an amount equal to nine million two hundred thousand dollars ($9,200,000) (the “Termination Fee”) within two (2) Business Days of such termination; or (ii) with respect to FSFR, then if the board of directors of FSFR has publicly advised stockholders of FSFR to vote “AGAINST”, or has not made any public recommendation to stockholders of FSFR with respect to, the applicable proposal contemplated by Section 6.3(a)(ii), Seller shall pay to Buyer (or its designee) an amount equal to the Termination Fee within two (2) Business Days of such termination. (b) In the case of any such termination pursuant to Section 9.1(a)(iii), Section 9.1(a)(v) or Section 9.1(a)(vi) under any circumstance other than when a Termination Fee is payable, Seller shall reimburse Buyer for its reasonable, documented out-of-pocket fees, costs and acknowledge that Purchaser's expenses associated with the negotiation, execution and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution delivery of this Agreement have provided value and the performance by Buyer of its obligations hereunder (the “Expense Reimbursement”) within two (2) Business Days of such termination; provided, that Seller’s obligation to Sellers. Thereforepay the Expense Reimbursement to Buyer shall be capped at three million five hundred thousand dollars ($3,500,000); and provided, if a further, that in no event shall Seller be responsible for payment of both the Termination Fee Event and the Expense Reimbursement. (as defined in subsection c) In the event that this Agreement is terminated pursuant to (i) Section 9.1(a)(ii) at a time when Buyer was permitted to terminate this Agreement pursuant to Section 9.1(a)(iv) or (ii) belowSection 9.1(a)(iv), Seller shall pay Buyer (or its designee) occursan amount equal to the Termination Fee by wire transfer of immediately available funds within two (2) Business Days of such termination. (d) In the event that this Agreement is terminated pursuant to (i) Section 9.1(a)(iii), (ii) Section 9.1(a)(v) or (iii) Section 9.1(a)(vi) and at any time prior to such termination a Competing Transaction shall have been publicly announced or publicly made known, or a Person shall have publicly announced an intention to make a Competing Transaction proposal and such intention to make a Competing Transaction proposal shall not have been publicly withdrawn, or such Competing Transaction proposal or intention shall not have been publicly withdrawn as of the date of the FSAM Stockholders Meeting, as the case may be, and, in each case, within twelve (12) months of such termination Seller or FSAM enters into a Competing Transaction that is subsequently consummated, then Seller shall pay Buyer (or its designee) an amount equal to the Termination Fee by wire transfer of immediately available funds within two (2) Business Days of such consummation; provided, that if the Expense Reimbursement was previously paid pursuant to Section 9.3(b), the amount of the Expense Reimbursement shall be offset against the Termination Fee payable pursuant to this Section 9.3(d). For purposes of this Section 9.3(d) only, “Competing Transaction” shall have the definition thereof set forth in Article I, but each reference to “fifty percent (50%)” therein shall be “twenty percent (20%)”. (e) The parties acknowledge and agree that in no event shall the Termination Fee or Expense Reimbursement be paid more than once. (f) Seller acknowledges and agrees that the agreements contained in Section 9.3(a), Section 9.3(b), Section 9.3(c) and Section 9.3(d) are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Buyer would not enter into this Agreement. Accordingly, if Seller fails to promptly pay the Termination Fee when due, in addition to the Expense Reimbursement payable Termination Fee, Buyer shall be entitled to Purchaser and WinStar interest on such amount, compounded daily, which shall accrue from the date such fee was required to be paid pursuant to the terms of this Agreement to and including the date of payment of such fee at the Applicable Rate in effect on the date such payment was required to be made based on a 365-day year. If, in order to obtain such payment, Buyer commences a suit that results in judgment for Buyer for the amount set forth in Section 9.7(a9.3(a), the Sellers Section 9.3(b), Section 9.3(c) or Section 9.3(d) or any portion thereof, Seller shall pay $2.5 million Buyer its reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit. All payments under this Section 9.3 shall be made by wire transfer of immediately available funds to an account designated in writing by Buyer. Each of the Purchaser as a termination fee ("Termination Fee"); provided, parties further acknowledges and agrees that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence payment by Seller of the Termination Fee Eventis not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate Buyer in the circumstances in which such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement has validly been terminated solely pursuant to Section 9.1 by and in reliance on this Agreement and on the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any expectation of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because consummation of the non-fulfillment of any of the conditions specified in Section 8.3(c)transactions contemplated hereby, (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")amount would otherwise be impossible to calculate with precision. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) If this Agreement is terminated by Seller or Buyer pursuant to (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution Section 9.1(c) and, at the time of such termination, any of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that conditions to the negotiation and execution of this Agreement have provided value Closing set forth in Section 8.1(a) (to Sellers. Therefore, if a Termination Fee Event (as defined in subsection the extent the applicable Order is related to any Antitrust Law) or Section 8.1(b) is not satisfied or (ii) belowSection 9.1(b) occurs, in addition and the Order giving rise to the Expense Reimbursement payable to Purchaser and WinStar such termination pursuant to Section 9.7(a9.1(b) is related to any Antitrust Law (or by Seller or Buyer pursuant to Section 9.1(c) at a time when Seller or Buyer has the right to terminate pursuant to Section 9.1(b) where the Order giving rise to such termination pursuant to Section 9.1(b) is related to any Antitrust Law), the Sellers then Buyer shall pay $2.5 million pay, or cause to be paid, to the Purchaser as Company an aggregate amount equal to $77,000,000 (such payment, the “Buyer Termination Fee”), such payment to be made by wire transfer of immediately available funds within two (2) Business Days after the date of such termination in the event of a termination fee ("Termination Fee"); providedby Seller or concurrently with such termination in the event of a termination by Buyer. Notwithstanding the foregoing, that the Sellers Buyer shall not be obligated to pay the Buyer Termination Fee if, prior at the time of such termination for any reason, Buyer would have been entitled to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of terminate this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"9.1(e). (iiib) Sellers shall pay Each of the parties to this Agreement acknowledges and agrees that (i) the agreements and other provisions of this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that without these agreements, the parties would not enter into this Agreement, and (ii) the Buyer Termination Fee simultaneously if, as and when required to be paid in accordance with this Section 9.3, shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate the occurrence of a Termination Fee Event without further order party receiving such amount in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the Bankruptcy Court. Sellers' obligation consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. (c) If Buyer fails to pay the Buyer Termination Fee when due, (i) such fee shall constitute an administrative expense accrue interest for the period commencing on the date such fee or other amount became past due through the date such fee is actually paid, at a rate equal to (A) the rate of Sellers under sections 503(binterest published from time to time by The Wall Street Journal, Eastern Edition, as the “prime rate” at large U.S. money center banks during the period from the date that payment is due to the date of payment, plus (B) five percent (5.0%) and 507(a)(1(ii) Buyer shall pay to the Company and Seller all of its reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and the Bankruptcy Codefees and expenses of any expert or consultant engaged by Seller and the Company) incurred in connection with any steps taken (including any Proceeding instituted by the Company or Seller) to collect the Buyer Termination Fee and such other amounts.

Termination Fee. (a) In the event that either: (X) the MGM Entities are entitled to terminate this Agreement pursuant to Section 10.1(d) hereof, or (Y) (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources Closing has not occurred by Purchaser and WinStarthe Outside Closing Date, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) beloweach of the Closing conditions set forth in Section 7.1 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser’s failure to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) occursto perform its respective obligations under this Agreement, and (iii) each of the Closing conditions set forth in Section 7.3 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser failing to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its respective obligations under this Agreement in accordance with the terms and conditions hereof, and (iv) the MGM Entities are not otherwise in breach or default hereunder, then in either such event (X) or (Y) the MGM Entities shall have the right, as its sole and exclusive remedy, to give written notice to Purchaser of their intention to terminate this Agreement if Purchaser fails to close (or be prepared to close) the transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and as promptly as practicable following termination (which shall occur automatically on such fifth Business Day unless agreed to otherwise by the Parties in writing) Purchaser shall pay, or cause to be paid, in addition same day funds to Seller, the Expense Reimbursement sum of Twenty Five Million Dollars ($25,000,000) (the “Seller Termination Fee”). Only one Termination Fee shall be payable to Purchaser and WinStar pursuant to Section 9.7(a), Seller regardless of the Sellers shall pay $2.5 million to circumstances. In the Purchaser as a termination fee ("event Seller receives payment of the Termination Fee"); provided, that Seller, and Seller on behalf of its Affiliates, agrees to forego and not to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly, Purchaser or any of their respective Affiliates, for Purchaser’s failure to consummate the Sellers shall not be obligated transactions contemplated by this Agreement. The obligation of Purchaser to pay the Termination Fee if, prior pursuant to this Section 6.14(a) shall be guaranteed by Purchaser Parent pursuant to the Purchaser Guaranty. Subject to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(amatters set forth in subsections (X) or (bY)(i), (ii) and (iii) of the first sentence of this Section 6.14(a), the Parties acknowledge and agree that the MGM Entities would sustain substantial damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close, and Seller’s actual damages in the Companyevent the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close would be difficult or impractical to determine, and the Termination Fee represents a reasonable estimate of the harm likely to be suffered by Seller in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close. (b) In the event that either: (X)(i) the Closing has not occurred by the Outside Closing Date; and (ii) A "Termination Fee Event" is the occurrence of any each of the following: closing conditions set forth in Section 7.1 have been satisfied or waived by Seller or would have been satisfied but for the MGM Entities’ failure to use their Commercially Reasonable Efforts (Aor a higher standard if a higher is expressly contemplated hereby) The termination to perform their respective obligations under this Agreement; and (iii) the Closing conditions set forth in Section 7.2 have been satisfied or waived by Seller or would have been satisfied but for Seller failing to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its obligations under this Agreement; and Purchaser is not otherwise in default hereunder, or (Y) prior to the Outside Closing Date Seller executes an agreement with any other Person (other than Purchaser) for the sale or transfer of the Equity Interests or for substantially all of the Company’s assets, or (Z) Purchaser is entitled to terminate this Agreement pursuant to Section 9.3(c10.1(c) hereof, then in any such event (X) or (dY) or Section 9.4 (except for Section 9.4(eZ) the Purchaser shall have, as its sole and exclusive remedy, the right to give written notice to Seller of its intention to terminate this Agreement (and whether or not Purchaser provides such notice with respect to clause (Y), Seller may terminate this Agreement) and Seller shall pay, or cause to be paid, in same day funds to Purchaser, the sum of Twenty Five Million Dollars ($25,000,000) (the “Purchaser Termination Fee”). Only one Purchaser Termination Fee shall be payable to Purchaser regardless of the circumstances. In the event Purchaser receives payment of the Purchaser Termination Fee, Purchaser agrees, on its own behalf and on behalf of its Affiliates, to forego and not to pursue (or aid any other Person in pursuing) or solely because assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly Seller, any MGM entity or any of their respective Affiliates, for Seller’s failure to consummate the transactions contemplated by this Agreement. Subject to the occurrence of the non-fulfillment of any of the conditions specified matters set forth in Section 8.3(csubsections (X)(i), (eii), (g), (i), (j), (kiii) or (lY) which non- fulfillment is not caused by any act or omission of Sellers); or (BZ) The execution by any of the Sellersfirst sentence of this Section 6.14(b), or any trustee the Parties acknowledge and agree that Purchaser would sustain substantial damages in bankruptcy for any of the Sellers, of an agreement providing for event the sale of all or any material portion the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close, and Purchaser’s actual damages in the event the sale of the Business Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close would be difficult or of an equity interest in any impractical to determine, and the Purchaser Termination Fee represents a reasonable estimate of the Sellers, or any business combination of any harm likely to be suffered by Purchaser in the event the sale of the Sellers, involving any party other than the Equity Interests to Purchaser (an "Alternative Transaction")as contemplated by this Agreement is not consummated as a result of Seller’s failure to close. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers Buyer shall pay $2.5 million to the Purchaser as Seller a termination fee (the "Termination FeeTERMINATION FEE"); provided) in the amount of (euro)45,000,000 in the event that this Agreement is terminated: (i) by Buyer or Seller pursuant to Section 8.1(f) unless, at the time of such termination, either (A) the condition contained in Section 6.2(g) shall not have been satisfied or (B) the notice given in accordance with Section 5.15 indicates that the Sellers reason for the failure to obtain financing is the occurrence of a Buyer Material Adverse Effect, without giving effect to clause (D) of the definition thereof, resulting from the occurrence of a Force Majeure Event; (ii) by Buyer or Seller pursuant to Section 8.1(b) if at the time of such termination the condition contained in Section 6.2(h) shall not have been satisfied and all other conditions in Section 6.1 and Section 6.2 shall have been satisfied or waived (other than those conditions that by their nature are to be obligated satisfied at the Closing) unless the reason for the failure of Section 6.2(h) to be satisfied is the occurrence of a Buyer Material Adverse Effect resulting, without giving effect to clause (D) of the definition thereof, from the occurrence of a Force Majeure Event; (iii) by Seller pursuant to Section 8.1(g). Buyer shall pay the Termination Fee within five Business Days of any termination described in clauses (i) through (iv) above in immediately available funds by wire transfer to an account designated by Seller. (b) If Buyer fails to pay the Termination Fee ifwithin the time period specified in subsection (a), prior to the occurrence of Buyer shall pay such Termination Fee together with interest on the Termination Fee Eventfrom the date payment was due under subsection (a) to, but not including, the Agreement has validly been terminated solely pursuant date of actual payment at LIBOR calculated on a 365-day basis. If, in order to Section 9.1 by the Company and WinStar obtain such payment, Seller commences an action that results in judgment against Buyer (or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(cits successor), Buyer (e), (g), (i), (j), (kor its successor) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay Seller the costs and expenses (including reasonable attorneys' and expert witness fees) incurred in connection with such action, together with interest on the amounts owed (including the Termination Fee simultaneously with Fee) from the occurrence date payment was due under subsection (a) to, but not including, the date of actual payment at LIBOR calculated on a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code365-day basis.

Termination Fee. (a) The Purchaser shall pay, or cause to be paid, to the Sellers a cash payment in an amount equal to $95,000,000 (the “Termination Fee”) if, but only if, this Agreement is terminated by the Purchaser 4/28/2017 Exhibit ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/Archives/▇▇▇▇▇/data/1002638/000100263816000084/exhibit21.htm 73/134 or the Sellers (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution pursuant to Section 7.1(e) (but only if solely as a result of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection an Order issued under any Antitrust Law) or (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a7.1(b) if, but only if, as of the Termination Date, one or more of the conditions set forth in Section 6.1(a) has not been satisfied (but only if the failure to meet such condition arises solely under any Antitrust Law) and all of the other conditions to effect the Initial Closing set forth in Article 6 have been satisfied or, to the extent permitted hereunder, waived (other than those conditions that by their terms are to be satisfied by actions taken at the Initial Closing provided such conditions would have been satisfied as of such date). The Purchaser shall pay to the Sellers the Termination Fee, which shall be allocated between EMC and EIC as set forth in Schedule 2.1, by wire transfer of immediately available funds to an account (or accounts) designated by the Sellers promptly but in no event later than five (5) Business Days after the date of such termination. (b) The parties acknowledge that (i) the agreement contained in this Section 7.3 is an integral part of the Contemplated Transactions, (ii) the amount of, and the basis for payment of, the fee described herein is reasonable and appropriate in all respects and (iii) without this agreement, the parties would not enter into this Agreement. Accordingly, if the Purchaser fails to pay in a timely manner the Termination Fee, and, in order to obtain such payment, the Sellers make a claim that results in a judgment against the Purchaser for payment of the Termination Fee, the Purchaser shall pay to the Sellers the Sellers’ reasonable and documented out­of­pocket costs and expenses (including reasonable and documented out­of­pocket fees and costs of counsel) in connection with such suit, together with interest on such amount (in each case from the date payment of such amount was due through the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made). All payments under this Section 7.3(b) shall be made by wire transfer of immediately available funds to an account (or accounts) designated by the Sellers. (c) For the avoidance of doubt, any payment made by the Purchaser under this Section 7.3 shall be payable only once with respect to this Section 7.3 and not in duplication even though such payment may be payable under one or more provisions hereof. (d) Notwithstanding anything to the contrary in this Agreement: (i) if the Termination Fee becomes payable pursuant to Section 7.3(a), the sole and exclusive remedy of the Sellers shall pay $2.5 million to against the Purchaser or any Financing Sources, or any of their respective Affiliates or Representatives (collectively, the “Purchaser Related Parties”) for any Damages suffered as a termination fee ("Termination Fee"); providedresult thereof or relating to any breach of any representation, that warranty, covenant or agreement in this Agreement, any of the Sellers Contemplated Transactions, or the Debt Commitment Letter shall not be obligated the right to pay the Termination Fee if, prior to the occurrence receive payment of the Termination Fee Event(and the expenses and interest, the Agreement has validly been terminated solely pursuant to Section 9.1 if any, contemplated by the Company second sentence of Section 7.3(b)) as and WinStar or pursuant only to the extent provided by Section 9.3(a7.3(a) or (b) by the Company. and Section 7.3(b); and (ii) A "upon the indefeasible payment of the Termination Fee Event" is in full, none of the occurrence Purchaser Related Parties will have any further liability or obligation of any kind for any reason relating to or arising out of this Agreement or any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the SellersTransaction Agreements, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.the

Termination Fee. (a) In the event that (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers Seller shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of terminate this Agreement pursuant to Section 9.3(c7.01(d)(ii), then Purchaser shall promptly, but in no event later than ten (10) Business Days after the date of such termination, pay or cause to be paid to Seller a termination fee of $24,375,000 in cash (the “Termination Fee”), by wire transfer of same-day funds simultaneously with such termination so long as Seller has timely provided Purchaser with wire instructions for such payment, or (ii) Seller shall terminate this Agreement pursuant to Section 7.01(d)(i) or Purchaser shall terminate this Agreement pursuant to Section 7.01(b)(i) and at such ▇▇▇▇ ▇▇▇▇▇▇ could have terminated this Agreement pursuant to Sections 7.01(d)(i), then Purchaser shall pay (dor cause to be paid) to Seller (or their designee(s)) an amount equal to the damages actually incurred by Seller as a result thereof up to the Termination Fee, it being understood that in no event shall Purchaser be required to pay or cause to be paid the Termination Fee on more than one occasion. (b) Each party hereto acknowledges that the agreements contained in this Section 9.4 (except for Section 9.4(e) or solely because 7.03 are an integral part of the Transactions, and that without these agreements, the other party hereto would not enter into this Agreement. In the event of any Action related to payment of the Termination Fee, the non-fulfillment prevailing party in such Action shall pay the prevailing party an amount equal to its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Action, not to exceed $3,000,000. (c) Subject in all respects to Seller’s injunction, specific performance and equitable relief rights and related rights set forth in Section 9.05 and the reimbursement and indemnification obligations of Purchaser under Section 5.20(d) and Section 7.03(b) hereof, in the event the Termination Fee or damages up to the Termination Fee are paid to Seller in circumstances for which such fee is payable pursuant to Section 7.03(a), payment of the Termination Fee or damages, as applicable, shall be the sole and exclusive monetary damages remedy of Seller and its Affiliates against Purchaser, Guarantor, the Debt Financing Sources Related Parties or any of their respective former, current or future general or limited partners, shareholders, managers, members, directors, officers or Affiliates (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise relating to or arising out of this Agreement or the Transactions, and upon payment of such amount, none of the Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions. Following the receipt of the Termination Fee (or damages up to the Termination Fee) pursuant to Section 7.03(a) and such expense reimbursement and indemnification from Purchaser in accordance with Section 5.20(d), if applicable, no Person shall have any rights or claims against Purchaser or any Purchaser Related Party under this Agreement, whether in law or equity, in Contract or in tort or otherwise, and none of Purchaser nor any Purchaser Related Party shall have any liability or obligation to Seller in connection with this Agreement or the Transactions and Seller shall cause any Action by Seller or any of its Affiliates against any Purchaser Related Party pending as of any termination of this Agreement to be dismissed with prejudice as promptly as practicable after such payment of the Termination Fee (and in no event later than three days following payment of such Termination Fee). While Seller may pursue both a grant of specific performance in accordance with Section 9.05 and the payment of the Termination Fee under Section 7.03(a), under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance that results in a Closing and any monetary damages, including all or any portion of the Termination Fee. Notwithstanding anything herein to the contrary, (x) none of the Debt Financing Sources or Debt Financing Sources Related Parties shall have any liability or obligation relating to or arising out of this Agreement or the Debt Financing, the Transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Law arising out of such breach, termination or failure, (y) each of the Seller and each of its Affiliates waives any rights or claims that it may have against any Debt Financing Source in connection with this Agreement, the Debt Financing or the Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and (z) each of the Seller and each of its Affiliates agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any Action against any of the conditions specified Debt Financing Sources in Section 8.3(c)connection with this Agreement, (e)the Debt Financing, (g), (i), (j), (k) the Debt Commitment Letter or (l) which non- fulfillment is not caused by any act the Transactions contemplated hereby or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")thereby. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) If this Agreement is terminated: (i) Sellers agree by Seller or Buyer pursuant to Section 12.01(b) and acknowledge that Purchaser's and WinStar's negotiation and execution as of the Agreement time of such termination (x) one or more of the conditions set forth in Sections 10.01(a), 10.01(b) or 10.01(c) (in the case of Section 10.01(c), only as it applies to any Competition Law) have resulted from a substantial investment not been satisfied and (y) all of management time the other conditions set forth in Section 10.01 and Section 10.02 have required significant commitment been satisfied (other than any such conditions that by their nature cannot be satisfied until the Closing Date, but which conditions could be satisfied if the Closing Date were the date of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection such termination); or (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar by Seller or Buyer pursuant to Section 9.7(a12.01(c) as a result of any Competition Law or application thereof, and, as of the time of such termination all of the conditions set forth in Section 10.02 (other than Section 10.02(d)) have been satisfied (other than any such conditions that by their nature cannot be satisfied until the Closing Date, but which conditions could be satisfied if the Closing Date were the date of such termination); the Buyer shall pay, or cause to be paid, to the Seller $75,000,000 (the “Termination Fee”) by wire transfer of immediately available funds contemporaneously with and as a condition to such termination (in the case of a termination by Buyer) or within five (5) Business Days after such termination (in the case of a termination by Seller), the Sellers it being understood that in no event shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not Buyer be obligated required to pay the Termination Fee ifmore than once, prior to and that the occurrence payment of the Termination Fee Eventshall be in addition to, and not in lieu of, any other remedy available to Seller, whether at law or in equity, but, once paid, shall be offset or applied against any remedy for damages hereunder to the extent such damages are attributable to a claim for breach of the Buyer’s obligation under this Agreement has validly been terminated solely to the extent applicable to Competition Laws; provided that, any interest paid or payable on the Termination Fee pursuant to Section 9.1 by the Company and WinStar following sentence shall not be so applied or pursuant offset. Notwithstanding anything to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified contrary in Section 8.3(c)2.15, (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of if all or any material portion part of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with is not paid when due pursuant to this Section 12.03, the occurrence unpaid portion of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute accrue interest at a rate of 8% per annum, compounding monthly, from and including the date the Termination Fee was required to be paid, to but excluding the date of payment. (b) The Buyer acknowledges that the agreements contained in this Section 12.03 are an administrative expense of Sellers under sections 503(b) and 507(a)(1) integral part of the Bankruptcy Codetransactions contemplated by this Agreement and that, without these agreements, the Seller would not enter into this Agreement. Accordingly, if the Buyer fails to pay any amount due pursuant to this Section 12.03 within five (5) Business Days of the date when due, it shall also pay any costs and expenses incurred by the Seller in connection with any legal action to enforce this Agreement that results in a judgment against the Buyer, and Seller shall pay any costs and expenses incurred by Buyer in connection with any such legal action that results in a judgment in favor of the Buyer.

Termination Fee. (a) If this Agreement is validly terminated by (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value Seller pursuant to Sellers. Therefore, if a Termination Fee Event (as defined in subsection Section 7.1(e) or Section 7.1(f) or (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar Buyer or Seller pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been 7.1(b) and at such ▇▇▇▇ ▇▇▇▇▇▇ could have terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d7.1(e) or Section 9.4 7.1(f), then Buyer shall pay, or cause to be paid, to Seller an amount equal to $22,500,000 (except for such payment, the “Termination Fee”), plus any outstanding costs and expenses as provided in Section 9.4(e5.23(b) or solely because (together with Recovery Costs, the Recovery Interest and the Termination Fee, the “Termination Payments”) such payment to be made to Seller by wire transfer of immediately available funds within two (2) Business Days following such termination. The parties acknowledge and agree that (i) the fees and other provisions of this Section 7.3(a) are an integral part of the non-fulfillment of any of transactions contemplated by this Agreement and the conditions specified in Section 8.3(c)Ancillary Agreements, (e)ii) the Termination Payments shall constitute liquidated damages and not a penalty, (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers without these agreements, the parties would not enter into this Agreement, (iv) in no event shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation Buyer be required to pay the Termination Fee Payments on more than one occasion and (v) while Seller may pursue both the payment of the Termination Payments under this Section 7.3(a), and specific performance of the type contemplated by, and subject to the limitations set forth in, Section 8.12, under no circumstances shall Seller be permitted or entitled both to (x) receive and retain payment of the Termination Payments and (y) receive a grant of specific performance that requires Buyer to consummate the Closing. (b) In the event that this Agreement is terminated for any reason, then except for an order of specific performance as and only to the extent expressly permitted by, and subject to, Section 8.12, the parties acknowledge and agree that, in the event the Termination Payments shall become payable pursuant to Section 7.3(a) and Seller shall have received payment in full pursuant to Section 7.3(a), Seller’s right to terminate this Agreement and receive payment of the Termination Payments in full shall constitute an administrative expense of Sellers under sections 503(b) the sole and 507(a)(1exclusive remedy (whether at Law, in equity, in Contract, in tort or otherwise) of Seller and its Affiliates, and any of its or their respective Representatives (collectively, the Bankruptcy Code“Seller Parties”) against (x) Buyer, any of its Affiliates or their respective Representatives or any of the respective direct or indirect, former, current or future, Affiliates, general or limited partners, equityholders, managers, members, directors, officers, employees, agents, representatives, advisors or assignees of the foregoing (collectively, the “Buyer Parties”) or (y) the Financing Parties and any other actual or prospective financing sources, and any arranger, agent or other Representative of the foregoing, or any of the respective direct or indirect, former, current or future, Affiliates, general or limited partners, equityholders, managers, members, directors, officers, employees, agents, representatives, advisors or assignees of the foregoing (the Persons described in this subclause (y), collectively, the “Financing Related Parties”) for all breaches, Losses, liabilities and/or damages in respect of or in connection with this Agreement, the Commitment Letters and/or the transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis for the termination of this Agreement (other than, for the avoidance of doubt, liability arising under the Confidentiality Agreement, pursuant to, and in accordance with the terms thereof). None of the Buyer Parties or Financing Related Parties shall have any liability to any of the Seller Parties relating to or arising out of this Agreement, the Commitment Letters or in respect of any other agreement, document or theory of Law or equity (whether in Contract, in tort or otherwise) or in respect of any oral representations made or alleged to be made in connection herewith or therewith, through Buyer or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Buyer against any other Buyer Party or any Financing Related Party, any enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or other applicable Law or otherwise (except that Buyer and the Guarantors shall continue to be obligated to Seller for amounts payable under Section 7.3(a)). For the avoidance of doubt, upon payment of the Termination Payments in full to Seller, none of the Buyer Parties or Financing Related Parties shall have any further liability (in each case, whether absolute, accrued, contingent, fixed or otherwise) to any of Seller Parties relating to or arising out of this Agreement, the Commitment Letters, the transactions contemplated hereby or thereby or in respect of any other agreement, document or theory of Law or equity (whether in Contract, in tort or otherwise) or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at Law or equity, in Contract, in tort or otherwise (other than, for the avoidance of doubt, liability arising under the Confidentiality Agreement, pursuant to, and in accordance with the terms thereof). If Buyer fails to promptly pay the full amount of the Termination Fee due pursuant to Section 7.3(a) and, in order to obtain such payment, Seller commences an Action that results in a judgment against Buyer for the Termination Fee or a portion thereof, Buyer shall pay Seller’s costs and expenses (including attorneys’ fees) in connection with such Action to Seller (the “Recovery Costs”), together with interest on the amount of the Termination Fee or portion thereof ordered to be paid by a court at the prime rate published in the Wall Street Journal, Eastern Edition, on the date such payment was required to be made through the date of the payment (the “Recovery Interest”) (provided, however, that in no event shall the aggregate amount of the Recovery Interest and Recovery Costs exceed $2,500,000). Without limiting the foregoing and notwithstanding anything to the contrary in this Agreement, the parties acknowledge and agree that, if the Closing does not occur, the maximum aggregate liability of Buyer and any Buyer Party under this Agreement or relating to the transactions contemplated herein shall be limited to an amount equal to the Termination Payments, and in no event shall Seller, the Company or any other Seller Parties seek to recover any money damages in excess of such amount, including with respect to or arising out of any willful and material breach.

Termination Fee. (i) Sellers agree Notwithstanding anything to the contrary in this Agreement, if (A)(1) all conditions set forth in Article VII shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing excepting any of such conditions which have become impossible to be satisfied and acknowledge other than any condition that Purchaser's and WinStar's negotiation and execution was not satisfied as a result of the breach of, or default under, this Agreement by Buyer) and (2) Buyer shall have resulted from failed to consummate the transactions contemplated by this Agreement by not later than the Drop Dead Date (other than as a substantial investment result of management time and have required significant commitment of financial and other resources the Seller’s refusal to proceed with the Closing), or (B) this Agreement is terminated by Purchaser and WinStarthe Shareholder Representative pursuant to Section 9.01(c)(i), then in either such case, promptly, and that in any event, within ten (10) Business Days of the negotiation and execution date of this Agreement have provided value such termination, Buyer shall pay to Sellers. Thereforethe Company $50,000,000 (the “Termination Fee”, if a Termination Fee Event (as defined in subsection may be increased and/or credited pursuant to Section 9.03(c)). (ii) belowNotwithstanding anything to the contrary in this Agreement and subject to the terms and conditions set forth in this Article IX, if (1) occursa request for additional information or documentary material pursuant to 15 U.S.C. Sec. 18a(c)(1)(A) is received, i.e. a second request, then Buyer shall pay to the Company $20,000,000 and (2) in addition to the Expense Reimbursement payable foregoing, unless the transactions contemplated by this Agreement have been consummated prior to Purchaser each such subsequent date, then (w) on the date that is 180 days after the day that the initial filings of Buyer and WinStar Seller pursuant to the HSR Act have been made, Buyer shall pay to the Company an additional $15,000,000, and (x) on the Drop Dead Date, Buyer shall pay to the Company an additional $15,000,000, and (y) if the Buyer extends the Drop Dead Date for an initial period of 30 days (the “Drop Dead Date Extension”), then Buyer shall pay to the Company an additional $10,000,000, and (z) if the Buyer extends the Drop Dead Date following the expiration of the Drop Dead Date Extension, then Buyer shall pay to the Company an additional $10,000,000 (such initial $20,000,000 payment and subsequent payments described in subclauses (w), (x), (y) and (z) above, each, an “Advancement” and collectively, the “Advancements”), in each case promptly, and in any event, within ten (10) Business Days of the date of such milestone, if any, by wire transfer of same day funds as directed in writing by the Company; provided, however, that if this Agreement is terminated by (1) Buyer pursuant to Section 9.7(a9.01(b)(i) or (2) by either party pursuant to Section 9.01(d)(i), then in each case promptly, and in any event, within ten (10) Business Days of the date of such termination, the Company shall return any Advancements paid pursuant to this Section 9.03(a)(ii) by wire transfer of same day funds as directed in writing by the Buyer. (iii) For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, if a complaint is filed seeking a Governmental Order to bar the Closing or seek any other remedy pursuant to the HSR Act, and if Buyer and the Shareholder Representative mutually agree to defend against such complaint, then no Termination Fee and no Advancement, to the extent not already paid, shall be payable until and unless such a Governmental Order is issued or entered in final and non-appealable form, and no such defense may be undertaken without such agreement to defend between Buyer and the Shareholder Representative, provided that such agreement shall not be unreasonably withheld by either party. (b) The parties acknowledge that the agreements contained in Section 9.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement; accordingly, if Buyer fails to pay the Termination Fee or any Advancements in accordance with Section 9.03(a), (i) Buyer shall pay to the Company interest on the unpaid amount from such tenth Business Day after such termination at a rate equal to the prime rate, as published by the Wall Street Journal, Eastern edition, plus two percent (2%), compounding monthly, until all amounts owing by Buyer under this Section 9.03 have been paid in full and (ii) if in order to obtain such payment, the Company commences a suit that results in a final judgment against Buyer for the amount set forth in Section 9.03 or any portion thereof, Buyer shall pay to the Company its costs and expenses (including reasonable attorneys’ fees) in connection with such suit. (c) Notwithstanding anything to the contrary in this Agreement, the parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages with respect to the foregoing in any of the circumstances in which the Termination Fee is payable under this Agreement (it being understood that, any Advancements paid pursuant to this Section 9.03 shall be included in the definition of Termination Fee and credited against the Termination Fee if such Termination Fee is required to be paid pursuant to Section 9.03(a)(i)), (i) the payment of the Termination Fee pursuant to Section 9.03 shall constitute a reasonable estimate of the monetary damages that will be suffered by the Company by reason of breach or termination of this Agreement in such circumstances, and (ii) any reimbursement and expense obligations of Buyer pursuant to Section 9.03, shall be in full and complete satisfaction of any and all monetary damages of the Company arising out of or related to this Agreement and the transactions contemplated hereby and thereby (including any breach by Buyer), the Sellers shall pay $2.5 million termination of this Agreement, the failure to consummate the Purchaser as a transactions contemplated by this Agreement, and any claims or actions under applicable Law arising out of any such breach, termination fee ("or failure. Seller, Shareholders, and the Company expressly acknowledge and agree that upon termination of this Agreement under such circumstances in which the Termination Fee is payable under this Agreement, upon payment and receipt of the Termination Fee"), none of Seller, Shareholders, or the Company shall have any other rights and remedies available to them, in Law or equity, other than pursuant to this Section 9.03; provided, that the Sellers shall not be obligated to pay the Termination Fee ifShareholder Representative, prior to the occurrence of the Termination Fee EventSeller, the Agreement has validly been terminated solely pursuant to Section 9.1 by Shareholders, and the Company and WinStar shall have the right to seek injunctive relief or pursuant specific performance to Section 9.3(a) or (b) by the Companyenforce this Article IX. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) If this Agreement is terminated (i) Sellers agree by Buyer pursuant to Section 12.05(a) and acknowledge that Purchaser's and WinStar's negotiation and execution at the time of the Agreement termination there shall not have resulted from been a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection Cincinnati Voter Rejection or (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar by Seller pursuant to Section 9.7(a)12.05(c) and, at the Sellers time of such termination, all of the conditions set forth in Article X and Article XI have been satisfied other than Section 10.01 and Section 11.01 and conditions that by their nature are to be satisfied at the Closing, but that are capable of being satisfied if the Closing were to occur on the date of such termination, then in each such case Buyer shall pay $2.5 million to Seller, by wire transfer in immediately available funds to an account specified by Seller, an amount equal to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the . The Termination Fee if, prior to due under this Section 12.06 shall be paid on the occurrence second Business Day immediately following the date of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement as contemplated by this Section 12.06. (b) The parties each acknowledge that the agreements contained in this Section 12.06 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Seller would not have entered into this Agreement, and that any amounts payable pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because 12.06 do not constitute a penalty but constitute payment of liquidated damages and that such liquidated damages are reasonable in light of the substantial but indeterminate harm anticipated to be caused by Buyer's failure to obtain the STB Order, the difficulty of proof of loss of damages, the inconvenience and non-fulfillment feasibility of any otherwise obtaining an adequate remedy, and the value of the conditions specified in transactions to be consummated thereunder. If Buyer does not pay any amount payable pursuant to this Section 8.3(c)12.06, (e)and Seller commences a suit to obtain such payment, (g), then (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee if such suit results in bankruptcy a judgment against Buyer for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously set forth in this Section 12.06 or any portion of such fee, Buyer shall pay to Seller Seller's costs and expenses (including reasonable attorneys' fees and expenses) in connection with the occurrence such suit, or (ii) if such suit results in a judgment in favor of a Termination Fee Event without further order of the Bankruptcy Court. SellersBuyer, Seller shall pay to Buyer Buyer's costs and expenses (including reasonable attorneys' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(bfees and expenses) and 507(a)(1) of the Bankruptcy Codein connection with such suit.

Termination Fee. (ia) Sellers agree In the event that (i)(A) the Closing fails to occur due to a breach by Purchaser hereunder that gives rise to a right to terminate the Agreement pursuant to Section 12.01(d) (regardless of whether the Agreement is terminated by Purchaser pursuant to Section 12.01(b)(i)) or (B) the Purchaser fails to deliver all or any portion of the Aggregate Consideration at the Closing or the Reconveyance Amount to the Title Company (each as defined in the ▇▇▇▇▇▇▇ County Lease) at or before the Closing and acknowledge (ii) all of the conditions to Purchaser's obligations to proceed with the Closing under ARTICLE 7 have been satisfied or waived (other than (x) such conditions which by their nature are to be satisfied on the Closing Date, but assuming such condition were capable of being satisfied as of the date of termination, and (y) such conditions that Purchaser's breach have caused not to be satisfied) and WinStar's negotiation and execution of Purchaser has failed to consummate the Agreement Closing within two (2) days after the Closing should have resulted from occurred pursuant to Section 2.03 (but failed to occur due to such breach by Purchaser) (collectively, a substantial investment of management time and have required significant commitment of financial and other resources by "Purchaser and WinStarFailure to Close"), and that then Purchaser (or the negotiation and execution Purchaser Guarantor pursuant to the Purchaser Guarantee) shall, upon termination of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to by the Expense Reimbursement payable to Purchaser and WinStar Seller pursuant to Section 9.7(a12.01(d), pay to Seller in immediately available funds by wire transfer no later than two (2) Business Days after a written demand by Seller therefor, a fee of thirty-five million dollars ($35,000,000.00) (the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, as liquidated damages and not as a penalty, it being understood that the Sellers in no event shall not Purchaser be obligated required to pay the Termination Fee if, prior on more than one occasion. Notwithstanding anything contained herein to the occurrence contrary, subject to the terms set forth herein and in the Purchaser Guaranty and the Equity Commitment Letter, (i) Seller shall have all rights and remedies existing at law or in equity and shall have the right to pursue all legal and equitable remedies that may be available to Seller against Purchaser to receive specific performance of the terms of this Agreement, including upon a Purchaser Failure to Close and (ii) in the event there is a Purchaser Failure to Close and Seller demands and receives the Termination Fee from Purchaser (or the Purchaser Guarantor pursuant to the Purchaser Guarantee), the payment of the Termination Fee Eventshall be the sole remedy of Seller and its Affiliates against any member of the Purchaser Group for, and no member of the Purchaser Group shall have, any liability or obligation for, and Seller and its Affiliates shall not otherwise make any Claim for, any matter under, relating to or arising out of, the Agreement has validly been terminated solely transactions contemplated pursuant to Section 9.1 by this Agreement, the Company and WinStar Purchaser Guarantee, the Equity Commitment Letter or any other Contract, document or agreement delivered pursuant to Section 9.3(a) this Agreement, whether based on contract, tort, strict liability, other Applicable Laws or (b) otherwise, or any Claim, based on, in respect of, or by the Company. (ii) A "Termination Fee Event" is the occurrence reason of any of the following: (A) The termination foregoing. For the avoidance of doubt, if Seller pursues specific performance of the terms of this Agreement, it shall not be deemed to waive its right to demand payment of the Termination Fee at any time thereafter; provided, that Seller shall not demand payment of the Termination Fee if an order of specific performance to consummate the Closing pursuant to the terms of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because has been granted, and Seller shall not pursue specific performance of the non-fulfillment terms of any of this Agreement after it has demanded and received the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")Termination Fee. (iiib) Sellers shall pay The Parties acknowledge that the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order agreements contained in this Section 12.03 are an integral part of the Bankruptcy Court. Sellers' obligation to pay transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of Parties would not have entered into this Agreement without the Bankruptcy Codeagreements in this Section 12.03.

Termination Fee. (a) If (i) Sellers agree this Agreement is validly terminated by the Class A Purchaser pursuant to Section 7.01(c) and acknowledge the conditions to Closing set forth in Section 2.03 and Section 2.04 have been satisfied or validly waived prior to such termination (other than (A) those conditions that Purchaser's and WinStar's negotiation and execution by their terms are to be satisfied by actions taken at the Closing, but subject to those conditions being capable of being satisfied if the Agreement have resulted from a substantial investment Closing were to occur on the date of management time and have required significant commitment of financial and other resources by Purchaser and WinStartermination, and (B) those conditions that the negotiation and execution are not satisfied as a result of a breach of this Agreement have provided value to Sellers. Thereforeby the Class B Purchasers), if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to at the Expense Reimbursement payable to Purchaser and WinStar time of such termination pursuant to Section 9.7(a7.01(c), the Sellers shall pay $2.5 million condition set forth in Section 2.05(b) or Section 2.06(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, and (iii) the Company has delivered an irrevocable Notice of Closing to the Purchasers no later than two (2) Business Days after the date on which the condition set forth in Section 2.03(a) is satisfied and (A) such Notice of Closing provides for a Closing to occur on the date that is twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Closing (provided that, if the Notice of Closing was not delivered prior to the Drop-Dead Date but the condition set forth in Section 2.03(a) is satisfied on or prior to the Drop-Dead Date, then the Notice of Closing shall be deemed to have been given on the Drop-Dead Date) and (B) the Company has confirmed that if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Closing, then the Class B Purchaser as a termination fee Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser ("or its designee(s)) an amount equal to the Termination Fee"); provided, that the Sellers shall not be obligated to pay . (b) If the Termination Fee ifis payable, prior Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay, or cause to be paid, such fee to the occurrence Class A Purchaser (or its designee(s)) by wire transfer of immediately available funds on or before the second (2nd) Business Day following the date on which this Agreement is terminated as provided in Section 7.03(a). The Company and each of the Purchasers acknowledge and agree that (i) the agreements contained in this Section 7.03 are an integral part of the transactions contemplated hereby, and without these agreements the other parties hereto would not enter into this Agreement and (ii) any amounts payable pursuant to this Section 7.03 are a reasonable approximation of the Class A Purchaser’s damages and do not constitute a penalty. In the event of litigation relating to the payment of the Termination Fee Eventand upon final determination of a court of competent jurisdiction in a final, non-appealable decision, the Agreement has validly been terminated solely pursuant non-prevailing party in such litigation shall reimburse the prevailing party’s reasonable and documented costs and expenses (including reasonable attorneys’ fees) actually incurred in connection therewith to Section 9.1 by a maximum of two million U.S. dollars ($2,000,000.00). Subject to the right of the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination specific performance of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because 8.12, the parties hereto expressly acknowledge and agree that payment of the non-fulfillment Termination Fee, if due, and the payment in full of any of the conditions specified in Section 8.3(c)reimbursement, (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellersexpense, or any trustee interest obligations pursuant to this Section 7.03 and the Limited Guaranty, if any, shall be the sole and exclusive remedy of NEP, the Company and the Class A Purchaser against the Class B Purchasers and their Affiliates in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously connection with the occurrence termination of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codethis Agreement.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution If all of the Agreement conditions to the Parent’s, Buyer’s and Merger Sub’s obligations to consummate the Closing under Article 8 have resulted from a substantial investment of management time and have required significant commitment of financial and been satisfied (other resources than any such conditions which by Purchaser and WinStartheir nature are to be, and that would be, satisfied at the negotiation Closing) and execution of Parent, Buyer and Merger Subsidiary refuse to effect the Closing, then the Company may terminate this Agreement and the parties agree that upon such termination the Company shall have provided suffered a loss and value to Sellers. Thereforethe Company of an incalculable nature and amount, if a Termination Fee Event (as defined unrecoverable in subsection (ii) below) occurslaw, in addition and Buyer shall pay to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), Company a fee of $1,000,000 (the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("“Termination Fee"); provided”) as liquidated damages, it being understood that the Sellers in no event shall not Buyer be obligated required to pay the Termination Fee if, prior on more than one occasion. The Termination Fee shall be payable in immediately available funds by wire transfer to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or no later than three Business Days after such termination. (b) by the Company. If (iii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of Buyer terminates this Agreement pursuant to Section 9.3(c7.1(g), (ii) the Company terminates this Agreement pursuant to Section 7.1(h) or (diii) or Section 9.4 this Agreement is terminated following the completion of a Shareholder Vote at which the Merger was not approved in accordance with the WBCA and, in the case of this clause (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(ciii), (e)a Third-Party Acquisition Proposal had been disclosed at the time of such Shareholder Vote and the Company consummates a Third-Party Acquisition Proposal within 12 months following the date of such termination, (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of then the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers Company shall pay to Buyer the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation Fee, it being understood that in no event shall Buyer be required to pay the Termination Fee on more than one occasion. The Termination Fee shall constitute an administrative expense be payable in immediately available funds by wire transfer to Buyer (A) no later than three Business Days after termination, in the case of Sellers under sections 503(btermination by Buyer pursuant to Section 7.1(g), (B) concurrently with termination, in the case of termination by the Company pursuant to Section 7.1(h) and 507(a)(1(C) at the time of the Bankruptcy Codeconsummation of the Third-Party Acquisition Proposal.

Termination Fee. (a) In the event that each of: (i) Sellers agree and acknowledge this Agreement is terminated pursuant to (A) Section 8.1(b)(i) at a time when only the conditions (other than those conditions that Purchaser's and WinStar's negotiation and execution by their nature are to be satisfied at the Closing, but which conditions would be capable of being satisfied if the Agreement Closing Date were the date of such termination) in Section 7.1(a) (but only if the applicable Legal Restraint relates to a Required Regulatory Approval) or Section 7.1(b) have resulted from not been satisfied, (B) Section 8.1(b)(iii) (but only if the applicable Legal Restraint relates to a substantial investment Required Regulatory Approval), (C) Section 8.1(b)(iv) (but only due to a denial of management time and have required significant commitment a Required Regulatory Approval) or (D) Section 8.1(c), (ii) the conditions in Section 7.1(a) or 7.1(b) failed to be satisfied other than as a result of financial and other resources by Purchaser and WinStarSellers’ failure to perform in any material respect their obligations under Section 4.5 or otherwise under this Agreement, and (iii) at the time of such termination, all conditions set forth in Section 7.2(a) through Section 7.2(d)(e) (inclusive) shall have been satisfied or waived (except for (A) those conditions that by their nature are to be satisfied at the negotiation and execution Closing, but which conditions would be capable of being satisfied if the Closing Date were the date of such termination or (B) those conditions that have not been satisfied as a result of a breach of this Agreement have provided value by Purchaser), then, subject to Section 8.3(b), Purchaser shall, by way of compensation, pay or cause to be paid to Sellers an aggregate amount equal to $65,000,000 (the “Termination Fee”). If the Termination Fee becomes due and payable in accordance with this Section 8.3(a), then such fee shall be paid in each case by wire transfer (to an account designated by Sellers) of immediately available funds (I) prior to or concurrently with such termination in the event of a termination by Purchaser or (II) no later than three (3) Business Days following such termination in the event of a termination by Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to In no event shall Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated required to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than in the circumstances described in this Section 8.3(a). In addition, Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation not be required to pay the Termination Fee on more than one occasion. The Parties acknowledge that the Termination Fee shall not constitute an administrative expense a penalty but is liquidated damages, in a reasonable amount that shall compensate Sellers for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement, which amount would otherwise be impossible to calculate with precision. The Parties further acknowledge that the right of Sellers to receive the Termination Fee shall not limit or otherwise affect Sellers’ right to seek specific performance of Purchaser prior to the termination of this Agreement as provided in Section 10.13, or their rights as otherwise set forth in this Article VIII, and that Sellers may pursue both a grant of specific performance under sections 503(b) Section 10.13 prior to the termination of this Agreement and 507(a)(1) the payment of the Bankruptcy CodeTermination Fee under this Section 8.3(a) and, solely with respect to a Willful Breach by Purchaser, any other remedies available at law or in equity; provided, however, that under no circumstances shall Sellers (whether acting together or separately and whether in one Action or separate Actions) be entitled to receive more than one of (x) a grant of specific performance that results in a Closing, (y) the Termination Fee or (z) receipt of monetary damages relating to any breach of this Agreement prior to the Closing or the termination of this Agreement without achieving the Closing (which in no event shall exceed the Base Purchase Price). Except in the case of Willful Breach and subject to Section 9.2, in any circumstance in which Sellers receive the Termination Fee, as the case may be, pursuant to this Section 8.3(a), together with any applicable costs and expenses described in Section 8.3(b), receipt of such fee and costs shall be the sole and exclusive remedy of Sellers and their Affiliates and their respective Representatives against Purchaser and its Affiliates and Representatives for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement or in connection with the transactions contemplated hereby, and upon receipt of the Termination Fee, together with the costs and expenses described in Section 8.3(b), none of the foregoing Persons shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby, whether in equity or at Law, in contract, in tort or otherwise; provided, further, that if at any time any payment of the Termination Fee is rescinded or must otherwise be returned by Sellers upon the insolvency, bankruptcy or reorganization of Purchaser or Guarantor or otherwise, the Termination Fee shall be treated as having not been paid. (b) In the event Sellers commence a proceeding in order to obtain (i) payment hereunder that results in a judgment against Purchaser for the amounts set forth in Section 8.3(a), or (ii) specific performance or other equitable relief that results in a judgment against Purchaser pursuant to Section 10.13, then in either case Purchaser shall also pay to Sellers their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such proceeding, together with interest on the amounts due pursuant to Section 8.3(a) from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Termination Fee. (a) If this Agreement is terminated (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of by the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and Company or Buyer pursuant to ‎Section 8.1(e) where the applicable injunction or other resources by Purchaser and WinStarorder is issued pursuant to any Antitrust Law, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) belowby the Company pursuant to ‎Section 8.1(c) occursdue to a breach by Buyer of ‎Section 5.2, which breach results in the conditions set forth in either ‎Section 6.1(a) (as such condition applies with respect to any Antitrust Law) or ‎Section 6.1(b) being incapable of being satisfied or otherwise not being satisfied, or (iii) by the Company or Buyer pursuant to ‎Section 8.1(d) and as of the Outside Date, one or more of the conditions set forth in ‎Section 6.1(a) (as such condition applies with respect to any Antitrust Law) or ‎Section 6.1(b) has not been satisfied and, in addition each case of clauses ‎(i), ‎(ii) and ‎(iii), all of conditions set forth in ‎Section 6.1 (except as such condition applies with respect to any Antitrust Law) and ‎Section 6.3 have been satisfied or are capable of being satisfied (other than any such conditions which by their nature cannot be satisfied until the Closing Date but subject to such conditions being capable of being satisfied if the Closing Date were the date of termination), then Buyer will, within three (3) Business Days following any such termination, pay to the Expense Reimbursement payable Company or its designee in cash by wire transfer in immediately available funds to Purchaser and WinStar pursuant an account designated by the Company a non-refundable termination fee in an amount equal to $48,000,000 (such amount to be increased to $56,000,000 in the circumstances set forth in Section 9.7(a8.1(d), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("“Termination Fee"”); provided. Each Party acknowledges that (i) the agreements contained in this ‎Section 8.3 are an integral part of this Agreement, and that, without these agreements, the Company would not enter into this Agreement, and (ii) that the Sellers shall not be obligated to pay the Termination Fee ifis not a penalty, prior but constitutes liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Termination Fee is payable. Accordingly, if Buyer fails to promptly pay any applicable amount when due pursuant to this ‎Section 8.3, and, in order to obtain such payment, the Company commences a suit that results in a judgment against Buyer for the fee set forth in this ‎Section 8.3 or any portion of such fee, then Buyer shall pay to the occurrence Company its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate published in The Wall Street Journal on the date such payment was required to be made through the date of payment. (b) Notwithstanding anything to the contrary contained in this Agreement, in any circumstance in which the Buyer makes payment of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c)‎Section 8.3, (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) the sole and 507(a)(1) exclusive remedy of the Bankruptcy CodeCompany, the Equity Holders and any of their respective Affiliates against Buyer, Merger Sub or any of their respective Affiliates for all Losses suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or thereunder or otherwise arising out of, or directly or indirectly relating to this Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby, and upon payment of the Termination Fee, none of Buyer, Merger Sub or any of their respective Affiliates shall have any further liability or obligation to the Company, any Equity Holder or any of their respective Affiliates relating to or arising out of this Agreement or the transactions contemplated hereby under any theory of law or equity.

Termination Fee. (ia) Sellers agree and acknowledge In the event that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers Seller shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of terminate this Agreement pursuant to Section 9.3(c7.01(a)(v) (Termination), or Purchaser shall terminate this Agreement pursuant to Section 7.01(a)(iv)(A) (Termination) and at such ▇▇▇▇ ▇▇▇▇▇▇ could have terminated this Agreement pursuant to Section 7.01(a)(v) (Termination), then Purchaser shall pay or cause to be paid to Seller a termination fee of $86,125,000 in cash (the “Termination Fee”) by wire transfer of immediately available funds within three Business Days of such termination so long as Seller has provided Purchaser with wire instructions for such payment (or, otherwise, within one Business Day following receipt of such wire instructions), it being understood that in no event shall Purchaser be required to pay or cause to be paid the Termination Fee on more than one occasion. (b) Each party hereto acknowledges that the agreements contained in this Section 7.03 are an integral part of the Transactions, and that without these agreements, the other party hereto would not enter into this Agreement. Accordingly, if Purchaser fails to timely pay or cause to be paid any amount due pursuant to this Section 7.03, and, in order to obtain the payment, Seller commences a Proceeding which results in a Judgment against Purchaser for the payment set forth in this Section 7.03, Purchaser shall pay or cause to be paid to Seller interest on the Termination Fee, from the date such payment was required to be made until the date of payment, at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made. (c) Notwithstanding anything in this Agreement to the contrary, but subject in all respects to Seller’s injunction, specific performance and equitable relief rights and related rights set forth in Section 9.05 (Right to Specific Performance) and the reimbursement and indemnification obligations of Purchaser under Section 5.18 (Financing) and Section 7.03(b) hereof, in the event that this Agreement is terminated, payment of the Termination Fee (to the extent such fee is payable pursuant to Section 7.03(a)) shall be the sole and exclusive remedy of Seller and its Affiliates against Purchaser, Guarantor or any of their respective former, current or future general or limited partners, shareholders, managers, members, directors, officers or Affiliates (collectively, the “Purchaser Related Parties”) or (d) the Lender Related Parties for any loss, cost, expense or Section 9.4 (except for Section 9.4(e) other Liability suffered or solely because incurred as a result of the non-fulfillment of any failure of the conditions specified in Section 8.3(c)Transactions to be consummated or for any breach or failure to perform hereunder or otherwise relating to or arising out of this Agreement or the Transactions, (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission and upon payment of Sellers); or (B) The execution by any such amount none of the Sellers, Purchaser Related Parties or the Lender Related Parties shall have any trustee further liability or obligation relating to or arising out of this Agreement or the Transactions. While Seller may pursue both a grant of specific performance in bankruptcy for any accordance with (and subject to the limitations set forth in) Section 9.05 (Right to Specific Performance) and the payment of the SellersTermination Fee under this Section 7.03, under no circumstances shall Seller be permitted or entitled to receive both a grant of an agreement providing for the sale of specific performance that results in a Closing and any monetary damages, including all or any material portion of the Business Termination Fee. Notwithstanding anything in this Agreement to the contrary, the parties hereto further acknowledge and agree that, prior to the Closing (and excluding, for the avoidance of doubt, any amounts payable at the Closing in accordance herewith), the aggregate liability of Purchaser and its Affiliates under, or of an equity interest in any related to, this Agreement whether or not this Agreement is terminated, and regardless of the Sellersreason for any such termination, or any business combination shall not exceed an amount equal to the amount of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codeplus $2,500,000.

Termination Fee. Notwithstanding anything in this Agreement to the contrary, in the event this Agreement is terminated (i) Sellers agree and acknowledge pursuant to Section 8.1(b), but only in the event that Purchaser's and WinStar's negotiation and execution one or more of the Agreement have resulted from conditions set forth in Section 7.1(a) or Section 7.1(b) has not been satisfied (and, in the case of Section 7.1(b), only if the failure to satisfy such condition is a substantial investment result of management time an Order or injunction pursuant to an Antitrust Law) or Section 8.1(e) if such Order or Law is, or is pursuant to, an Antitrust Law and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) belowat the time of such termination, all other conditions set forth in Sections 7.1, 7.2 and 7.3 shall have been satisfied or waived (as if the date of termination were the Closing Date), then the Buyer shall promptly, but in no event later than three (3) occursBusiness Days after the date of such termination, pay the Sellers a termination fee of $70,000,000 (the Termination Fee) in addition to cash by wire transfer of immediately available funds. The Buyer acknowledges and agrees that the Expense Reimbursement payable to Purchaser agreements contained in this Section 8.3 are an integral part of the transactions contemplated hereby and WinStar pursuant to Section 9.7(a)that, without this right, the Sellers would not enter into this Agreement; accordingly, if the Buyer fails to promptly pay the amount due pursuant to this Section 8.3 and in order to obtain such payment the Sellers commence an Action that results in a judgment against the Buyer for the fee set forth in this Section 8.3 or any portion of such fee, the Buyer shall pay $2.5 million to the Purchaser as a Sellers their costs and expenses (including attorneys’ fees) in connection with such Action, together with interest on the amount of the fee at the Interest Rate in effect on the date such payment was required to be made through the date of payment. Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated in accordance with its terms and such termination fee ("Termination Fee"); provided, that gives rise to the Sellers shall not be obligated obligation of the Buyer to pay the Termination Fee ifpursuant to this Section 8.3 and the Buyer shall have paid the Termination Fee, prior to the occurrence sole and exclusive remedy of the Sellers and its Affiliates against the Buyer and its Subsidiaries and their respective officers, directors and Affiliates for any Losses resulting from, arising out of, or incurred in connection with, this Agreement (including termination thereof) shall be the Termination Fee EventFee, and no Person shall have any rights or claims against the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company Buyer and WinStar its Subsidiaries and their respective officers, directors and Affiliates under this Agreement, whether at law or pursuant to Section 9.3(a) equity, in contract, in tort or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any otherwise, and none of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) Buyer and its Subsidiaries and their respective officers, directors and Affiliates shall have any further liability or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c)obligation resulting from, (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellersarising out of, or any trustee incurred in bankruptcy for any of the Sellersconnection with, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")this Agreement. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. Notwithstanding the foregoing, if (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar is terminated by either Party pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d8.1(d) or Section 9.4 (except for Section 9.4(e8.1(e) or solely because and, at the time of the non-fulfillment of such termination, any of the conditions specified in Section 8.3(c7.1(a) or Section 7.1(b) (in the case of Section 7.1(a), (e)solely as a result of a Law or Order arising under the authority of any Competition Authority or under any Competition Law) have not been satisfied or waived, (gb) all of the other conditions set forth in Article VII have been satisfied or waived (other than any such conditions that by their terms are to be satisfied at the Closing (if such conditions are capable of being satisfied were the Closing to occur at such time), ) and (i), (j), (kc) the failure of the Closing to occur on or (l) which non- fulfillment prior to the date of termination is not caused the result of Seller’s failure to perform or comply with its covenants and agreements contained in this Agreement, then Purchaser shall pay to Seller, by any act or omission wire transfer of Sellersimmediately available funds within five (5) Business Days following such termination, to an account designated in writing by Seller, an amount in cash equal to $9,400,000 (the “Termination Fee”); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the . If Purchaser (an "Alternative Transaction"). (iii) Sellers shall fails to timely pay the Termination Fee simultaneously with when due pursuant to this Section 8.3 and, in order to obtain such payment, Seller commences a suit against Purchaser that results in a final, non-appealable judgment against Purchaser for the occurrence payment of a the Termination Fee Event without further order as set forth in this Section 8.3, then in addition to the Termination Fee, Purchaser shall pay, or cause to be paid, to Seller its reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with any steps taken to collect the Termination Fee, together with interest on the amount of such payment at the rate of eight percent (8%) per annum compounding quarterly from the date such payment was required to be made through the date such payment is actually received (collectively, “Enforcement Costs”). Each of the Bankruptcy CourtParties acknowledges and agrees that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, without which the Parties would not enter into this Agreement, (ii) the Termination Fee constitutes liquidated damages (and not a penalty), in a reasonable amount that will compensate Seller for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and (iii) upon any termination of this Agreement under circumstances where the Termination Fee is payable by Purchaser pursuant to this Section 8.3 and such Termination Fee (together with any Enforcement Costs payable pursuant to this Section 8.3) is paid in full, then (A) such payment shall be the sole and exclusive remedy of Seller and each of its Affiliates, and its and their respective Non-Recourse Parties, for any damages (including costs and expenses, including attorneys’ fees) against Purchaser and each of its Affiliates, and its and their respective Non-Recourse Parties, in connection with this Agreement or the Transactions, (B) Seller and each of its Affiliates, and its and their respective Non-Recourse Parties, shall be precluded from any other remedy against Purchaser or any of its Affiliates, or its or their respective Non-Recourse Parties, at law or in equity or otherwise, and (C) neither Seller nor any of its Affiliates, nor any of its or their respective Non-Recourse Parties, shall seek to obtain any recovery, judgment or damages of any kind, including consequential, indirect or punitive damages, against Purchaser or any of its Affiliates, or its or their respective Non-Recourse Parties, in connection with this Agreement or the Transactions. Sellers' obligation In no event shall Purchaser be required to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codeon more than one occasion.

Termination Fee. (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a If an Applicable Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers Buyer shall pay $2.5 million to the Purchaser as Seller a non- refundable termination fee of $114,420,000 in cash by wire transfer of same-day funds ("the “Termination Fee"); provided, that the Sellers ”) within two Business Days following such termination. In no event shall not Buyer be obligated required to pay the Termination Fee ifon more than one occasion, prior whether or not the Termination Fee may be payable pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. If Buyer fails to timely pay all or any portion of the Termination Fee Eventamount due pursuant to this Section 12.04, and, in order to obtain such payment, Seller commences a suit against Buyer and obtains a final judgment in Seller’s favor, then Buyer shall promptly pay to Seller its reasonable costs and expenses (including reasonable fees and expenses of attorneys, experts and consultants), and interest on the unpaid amount from the date such payment was required to be made until the date of payment at the Interest Rate (collectively, the Agreement has validly been terminated solely pursuant “Recovery Costs”). If, in order to Section 9.1 by obtain such payment, Seller commences an Action against Buyer and does not obtain a final judgment in Seller’s favor, then Seller shall promptly pay to Buyer an amount equal to Buyer’s reasonable costs and expenses (including reasonable fees and expenses of attorneys, experts and consultants) relating to the Company defense of such Action, and WinStar or pursuant to Section 9.3(a) or (b) by interest on the Companyunpaid amount from the date Buyer’s costs and expenses were incurred until the date of payment at the Interest Rate. (ii) A "Notwithstanding anything to the contrary in this Agreement, except for any liability or obligation pursuant to Section 7.03(d), Section 7.14 or Section 8.17(e) (the “Retained Claims”), if the Termination Fee Event" is becomes payable in accordance with Section 12.04(a)(i), Buyer’s payment of the occurrence Termination Fee and any Recovery Costs to Seller when required shall be deemed to be liquidated damages and Seller, its Affiliates’ and their respective Representatives’ sole and exclusive remedy for any and all Losses suffered or incurred by Seller, Seller’s Affiliates and their respective Representatives in connection with this Agreement, the Commitment Letters (and the termination thereof), the Limited Guarantees, the transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis for such termination, and after Buyer’s payment of the Termination Fee and any Recovery Costs to Seller none of Seller, Seller’s Affiliates or their respective Representatives shall be entitled to seek or obtain any monetary damages of any kinds, including consequential, special, indirect or punitive damages, in excess of the Termination Fee and any Recovery Costs or bring or maintain any claim, action or proceeding against Buyer, Buyer’s Affiliates, the Investors (including the parties to the Limited Guarantees) or any of their respective Representatives arising out of or in connection with this Agreement, the Commitment Letters, the Limited Guarantees or any other document executed in connection herewith or therewith, any of the following: transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, in each case other than the Retained Claims. If the Termination Fee becomes payable in accordance with Section 12.04(a)(i), upon payment of the Termination Fee and any Recovery Costs, none of Buyer, Buyer’s Affiliates, the Investors (including the parties to the Limited Guarantees), or any of their respective Representatives shall have any further Liability or obligation arising out of or in connection with this Agreement, the Commitment Letters, the Limited Guarantees or any other document executed in connection herewith or therewith, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, except that Buyer, Buyer Parent, Buyer Parent GP and the Guarantors shall remain liable with respect to the Retained Claims. If the Termination Fee becomes payable in accordance with Section 12.04(a)(i), except for the Retained Claims, Seller shall cause any claim, action or proceeding described in the foregoing sentence to be dismissed with prejudice promptly, and in any event within five (5) Business Days, after receipt of the Termination Fee and any Recovery Costs. Except for the Retained Claims, (A) The from and after termination of this Agreement pursuant under no circumstances will Seller be entitled to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because monetary damages in excess of the non-fulfillment of any amount of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by Termination Fee and any act or omission of Sellers); or Recovery Costs and (B) The execution by any while Seller may pursue both a grant of specific performance in accordance with Section 14.14 and the payment of the SellersTermination Fee and any Recovery Costs under Section 12.04, under no circumstances shall Seller be permitted or any trustee in bankruptcy for any entitled to receive both (x) a grant of specific performance to cause consummation of the Sellers, of an agreement providing for transactions contemplated hereby following which the sale of all or Closing occurs in accordance with this Agreement and (y) any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")Termination Fee. (iii) Sellers shall pay If this Agreement is terminated in accordance with Section 12.01, under no circumstances will the aggregate monetary damages payable to Seller or Seller’s Affiliates by Buyer, Buyer Parent, Buyer Parent GP or any of their Affiliates for breaches under this Agreement, the Commitment Letters, the Limited Guarantees or any other document executed in connection herewith or therewith, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination exceed an amount equal to the Termination Fee simultaneously plus the Recovery Costs plus the Retained Claims in the aggregate for all such breaches. Subject to and without limiting or affecting Seller’s rights under the Limited Guarantees, if this Agreement is terminated in accordance with the occurrence Section 12.01, in no event will any Buyer Related Party other than Buyer, Buyer Parent and Buyer Parent GP have any monetary liability to Seller or Seller’s Affiliates, and in no event will Seller or Seller’s Affiliates seek or obtain (or permit any of a Termination Fee Event without further order their Representatives to seek or obtain) any monetary recovery or monetary award against any Buyer Related Party other than Buyer, Buyer Parent and Buyer Parent GP, with respect to this Agreement, any other document executed in connection herewith, or any of the Bankruptcy Courttransactions contemplated hereby or thereby (including any breach by Buyer, Buyer Parent or Buyer Parent GP), the termination of this Agreement, the failure to consummate the transactions contemplated hereby or thereby or any claims or actions under applicable Laws arising out of any such breach, termination or failure). Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) “Buyer Related Party” means Buyer, Buyer Parent, Buyer Parent GP and 507(a)(1) of the Bankruptcy Codetheir respective current or future equityholders, controlling persons, directors, officers, employees, general or limited partners, members, managers, Affiliates, representatives and agents.

Termination Fee. (a) If (i) Sellers agree this Agreement is validly terminated by the Class A Purchaser pursuant to Section 7.01(a)(iii) and acknowledge the conditions to the Initial Closing set forth in Section 2.03 and Section 2.04 have been satisfied or validly waived prior to such termination (other than (A) those conditions that Purchaser's and WinStar's negotiation and execution by their terms are to be satisfied by actions taken at the Initial Closing, but subject to those conditions being capable of being satisfied if the Agreement have resulted from a substantial investment Initial Closing were to occur on the date of management time and have required significant commitment of financial and other resources by Purchaser and WinStartermination, and (B) those conditions that the negotiation and execution are not satisfied are as a result of a breach of this Agreement have provided value to Sellers. Thereforeby the Class B Purchasers), if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to at the Expense Reimbursement payable to Purchaser and WinStar time of such termination pursuant to Section 9.7(a7.01(a)(iii), the Sellers shall pay $2.5 million condition set forth in Section 2.05(b) or Section 2.06(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, and (iii) the Class A Purchaser has delivered an irrevocable Notice of Initial Closing to the Class B Purchasers after the date on which the condition set forth in Section 2.03(a) is satisfied and (A) such Notice of Initial Closing provides for an Initial Closing to occur on the date that is twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing (provided that, if the Notice of Initial Closing was not delivered prior to the Drop-Dead Date but the condition set forth in Section 2.03(a) is satisfied on or prior to the Drop-Dead Date, then the Notice of Initial Closing shall be deemed to have been given on the Drop-Dead Date) and (B) the Class A Purchaser has confirmed that, if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Initial Closing, then the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser (or its designee(s)) an amount equal to the sum of the Termination Fee. (b) If (i) this Agreement is validly terminated by the Class A Purchaser pursuant to Section 7.01(b)(ii)(3) and the conditions to the Additional Closing set forth in Section 2.09 and Section 2.10 have been satisfied or validly waived prior to such termination (other than (A) those conditions that by their terms are to be satisfied by actions taken at the Additional Closing (including the 869214.30-WILSR01A - MSW condition set forth in Section 2.10(f) that the Additional Funding Date shall occur on the Additional Closing Date), but subject to those conditions being capable of being satisfied if the Additional Closing were to occur on the date of termination, and (B) those conditions that are not satisfied are as a result of a breach of this Agreement by the Class B Purchasers), (ii) at the time of such termination fee pursuant to Section 7.01(b)(ii)(3), the condition set forth in Section 2.11(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, and ("iii) the Class A Purchaser has delivered an irrevocable Notice of Additional Closing to the Class B Purchasers after the date on which the condition set forth in Section 2.09(a) is satisfied and (A) such Notice of Additional Closing provides for an Additional Closing to occur on the date that is thirty (30) days after receipt by the Class B Purchasers of the Notice of Additional Closing (provided that, if the Notice of Additional Closing was not delivered prior to the Drop-Dead Date but the condition set forth in Section 2.09(a) is satisfied on or prior to the Drop-Dead Date, then the Notice of Additional Closing shall be deemed to have been given on the Drop-Dead Date) and (B) the Class A Purchaser has confirmed that if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Additional Closing, then the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser (or its designee(s)) an amount equal to the Additional Closing Termination Fee"); provided, that the Sellers shall not be obligated to pay . (c) If the Termination Fee ifor the Additional Closing Termination Fee is payable pursuant to Section 7.03(a) or Section 7.03(b), prior as applicable, the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay, or cause to be paid, such fee to the occurrence Class A Purchaser (or its designee(s)) by wire transfer of immediately available funds on or before the fifth (5th) Business Day following the date on which this Agreement is terminated as provided in Section 7.03(a) or Section 7.03(b), as applicable. The Company and each of the Purchasers acknowledge and agree that (i) the agreements contained in this Section 7.03 are an integral part of the transactions contemplated hereby, and without these agreements the other Parties would not enter into this Agreement and (ii) any amounts payable pursuant to this Section 7.03 are a reasonable approximation of the Class A Purchaser’s damages and do not constitute a penalty. In the event of litigation relating to the payment of the Termination Fee Eventor the Additional Closing Termination Fee, as applicable, and upon final determination of a court of competent jurisdiction in a final, non-appealable decision, the Agreement has validly been terminated solely pursuant non-prevailing party in such litigation shall reimburse the prevailing party’s reasonable and documented costs and expenses (including reasonable attorneys’ fees) actually incurred in connection therewith to Section 9.1 by a maximum of one million five hundred thousand U.S. dollars ($1,500,000). Subject to the right of the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination specific performance of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because 8.12, the Parties expressly acknowledge and agree that payment of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously or the Additional Closing Termination Fee, if due, and the payment in full of any reimbursement, expense, or interest obligations pursuant to this Section 7.03 and the Limited Guaranty, if any, shall be the sole and exclusive remedy of NEP, the Company and the Class A Purchaser against the Class B Purchasers and their Affiliates in connection with the occurrence termination of a Termination Fee Event without further order this Agreement, or the obligations of the Bankruptcy CourtParties to consummate the transactions contemplated at the Additional Closing. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.869214.30-WILSR01A - MSW

Termination Fee. (a) If this Agreement is validly terminated by the Seller pursuant to Section 9.1(b)(i) or Section 9.1(e), then the Seller shall have the right to require the Buyer to pay, and if so elected by the Seller, the Buyer hereby agrees to pay, within two (2) Business Days after such termination, to the Seller, as liquidated damages in connection with any such termination, an amount equal to $15,250,000 (the “Termination Fee”) by wire transfer of immediately available funds to an account designated in writing by the Seller. (b) Notwithstanding anything to the contrary in this Agreement, but subject to the rights set forth in Section 10.13, (i) Sellers agree to the extent that the Seller has elected to receive the Termination Fee under Section 9.3(a), receipt of such Termination Fee, plus reimbursement for the Seller’s reasonable and acknowledge that Purchaser's documented out-of-pocket fees and WinStar's negotiation expenses incurred pursuant to Section 6.14(f), shall be the sole and execution exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of the Agreement have resulted from a substantial investment of management time Seller and have required significant commitment of financial and other resources by Purchaser and WinStarits Affiliates for any Loss against the Buyer, the Debt Financing Sources, and that any of their respective former, current and future direct or indirect equity-holders, controlling Persons, shareholders, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, sources of Financing or assignees (each a “Related Party”) or any Related Party of any Related Party, and (ii) except with respect to Fraud and the negotiation Buyer’s obligation to reimburse the Seller for its reasonable and execution documented out-of-pocket fees and expenses incurred pursuant to Section 6.14(f), under no circumstances will the Seller be entitled to (or seek) monetary or other relief in respect of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event or the transactions contemplated hereby other than (as defined in subsection (iiA) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to when payable in accordance with Section 9.3(a) or (bB) by specific performance in accordance with Section 10.13. While the Company. (ii) A "Seller may pursue both a grant of specific performance in accordance with Section 10.13 and the payment of the Termination Fee Event" is under this Section 9.3, under no circumstances shall the occurrence Seller be permitted or entitled to receive both a grant of specific performance that results in a Closing and any money damages, including all or any portion of the Termination Fee. Subject to the rights of the parties to the Debt Commitment Letter under the terms thereof, none of the Seller, the Company or any of the following: (A) The termination Company’s Subsidiaries, nor or any of their respective Related Parties, shall have any rights or claims against the Debt Financing Sources and their respective Related Parties relating to or arising out of this Agreement pursuant to Section 9.3(c) Agreement, the Debt Financing or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c)transactions contemplated hereby, (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellerswhether at law, or any trustee equity, in bankruptcy for any of the Sellerscontract, of an agreement providing for the sale of all in tort or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")otherwise. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of Notwithstanding anything in this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occursthe contrary, in addition to the Expense Reimbursement payable to Purchaser and WinStar event that this Agreement is validly terminated by Sellers pursuant to Section 9.7(a8.1(b)(ii) (and such breach or failure to perform by Purchaser prior to such termination is the primary reason for the failure of the Closing to be consummated) or Section 8.1(c), the Sellers shall pay $2.5 million to the or if Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of terminates this Agreement pursuant to Section 9.3(c8.1(b)(i) at a time when this Agreement is terminable by Sellers pursuant to Section 8.1(b)(ii) (and such breach or (dfailure to perform by Purchaser prior to such termination is the primary reason for the failure of the Closing to be consummated) or Section 9.4 8.1(c), Purchaser will pay an amount equal to the Termination Fee to Sellers by wire transfer of immediately available funds as promptly as practicable (except but in any event within three (3) Business Days) after the date that this Agreement is so terminated and receipt of wire transfer instructions from Sellers, it being understood that in no event shall Purchaser be required to pay or cause to be paid the Termination Fee on more than one occasion. If Purchaser fails to promptly pay the Termination Fee if due pursuant to this Section 8.4(a) and, in order to obtain such payment, Sellers commence a suit that results in a judgment against Purchaser or any of its Affiliates for Section 9.4(e) or solely because the payment to Sellers of the non-fulfillment Termination Fee together with any indemnification or reimbursement owed pursuant to Section 5.16(e), Purchaser shall pay to Sellers interest on the amount of the Termination Fee, from the date such payment was required to be made until the date of payment, at the prime lending rate as published in the Wall Street Journal, in effect on the date such payment was required to be made (the Termination Fee, together with any such interest, reimbursement amounts or indemnification, collectively, the “Recoverable Amounts”). (b) Subject to Sellers’ right to specific performance as provided in and subject to the terms and limitations set forth in Section 10.11, if Purchaser fails to effect the Closing for any or no reason or otherwise breaches this Agreement or any Ancillary Agreement or fails to perform hereunder or thereunder (in any case, whether willfully, intentionally, unintentionally or otherwise), the sole and exclusive remedy (whether at law, in equity, in contract, in tort, based on fraud or otherwise) of Sellers, their Affiliates and any of the former, current or future general or limited partners, shareholders, managers, members, directors, officers, employees, agents, representatives and assignees of any of the conditions specified in Section 8.3(c)foregoing (collectively, (e)the “Seller Related Parties”) against Purchaser, (g)any guarantor of Purchaser, (i)the Debt Financing Parties, (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by their respective Affiliates and any of the Sellersformer, current or any trustee in bankruptcy for any of the Sellersfuture general or limited partners, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellersshareholders, or any business combination managers, members, directors, officers, employees, agents, representatives and assignees of any of the Sellersforegoing (collectively, involving the “Purchaser Related Parties”) for any party breach, damage, loss or other than Liability relating to or arising out of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby (including the circumstances giving rise to any termination of this Agreement and including any breach by Purchaser of this Agreement or any Ancillary Agreement prior to termination) shall be to terminate this Agreement and receive the Recoverable Amounts (to the extent payable hereunder), and upon the payment of the Recoverable Amounts in full in accordance with the terms of this Section 8.4, none of the Purchaser Related Parties shall have any Liability or other obligation relating to or arising out of or in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Notwithstanding anything in this Agreement to the contrary, the parties hereto further acknowledge and agree that in no event (an "Alternative Transaction"but excluding, for the avoidance of doubt, any amounts payable by Purchaser at the Closing in accordance herewith). , the aggregate liability of Purchaser and the Purchaser Related Parties for monetary damages (iiiincluding damages for Fraud or breach, whether willful, willful and material, intentional, unintentional or otherwise or monetary damages in lieu of specific performance) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order under, or related to, this Agreement or any Transaction Agreement, whether or not this Agreement is terminated, and regardless of the Bankruptcy Court. Sellers' obligation reason for any such termination, shall not exceed an amount equal to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) amount of the Bankruptcy CodeRecoverable Amounts.

Termination Fee. (a) In the event that each of: (i) Sellers agree and acknowledge this Agreement is terminated pursuant to (A) Section 8.1(b)(i) at a time when only the conditions (other than those conditions that Purchaser's and WinStar's negotiation and execution by their nature are to be satisfied at the Closing, but which conditions would be capable of being satisfied if the Agreement Closing Date were the date of such termination) in Section 7.1(a) (but only if the applicable Legal Restraint relates to a Required Regulatory Approval) or Section 7.1(b) have resulted from not been satisfied, (B) Section 8.1(b)(iii) (but only if the applicable Legal Restraint relates to a substantial investment Required Regulatory Approval), (C) Section 8.1(b)(iv) (but only due to a denial of management time and have required significant commitment a Required Regulatory Approval) or (D) Section 8.1(c), (ii) the conditions in Section 7.1(a) or 7.1(b) failed to be satisfied other than as a result of financial and other resources by Purchaser and WinStarSellers’ failure to perform in any material respect their obligations under Section 4.5 or otherwise under this Agreement, and (iii) at the time of such termination, all conditions set forth in Section 7.2(a) through Section 7.2(e) (inclusive) shall have been satisfied or waived (except for (A) those conditions that by their nature are to be satisfied at the negotiation and execution Closing, but which conditions would be capable of being satisfied if the Closing Date were the date of such termination or (B) those conditions that have not been satisfied as a result of a breach of this Agreement have provided value by Purchaser), then, subject to Section 8.3(b), Purchaser shall, by way of compensation, pay or cause to be paid to Sellers an aggregate amount equal to $65,000,000 (the “Termination Fee”). If the Termination Fee becomes due and payable in accordance with this Section 8.3(a), then such fee shall be paid in each case by wire transfer (to an account designated by Sellers) of immediately available funds (I) prior to or concurrently with such termination in the event of a termination by Purchaser or (II) no later than three (3) Business Days following such termination in the event of a termination by Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to In no event shall Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated required to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than in the circumstances described in this Section 8.3(a). In addition, Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation not be required to pay the Termination Fee on more than one occasion. The Parties acknowledge that the Termination Fee shall not constitute an administrative expense a penalty but is liquidated damages, in a reasonable amount that shall compensate Sellers for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement, which amount would otherwise be impossible to calculate with precision. The Parties further acknowledge that the right of Sellers to receive the Termination Fee shall not limit or otherwise affect Sellers’ right to seek specific performance of Purchaser prior to the termination of this Agreement as provided in Section 10.13, or their rights as otherwise set forth in this Article VIII, and that Sellers may pursue both a grant of specific performance under sections 503(b) Section 10.13 prior to the termination of this Agreement and 507(a)(1) the payment of the Bankruptcy CodeTermination Fee under this Section 8.3(a) and, solely with respect to a Willful Breach by Purchaser, any other remedies available at law or in equity; provided, however, that under no circumstances shall Sellers (whether acting together or separately and whether in one Action or separate Actions) be entitled to receive more than one of (x) a grant of specific performance that results in a Closing, (y) the Termination Fee or (z) receipt of monetary damages relating to any breach of this Agreement prior to the Closing or the termination of this Agreement without achieving the Closing (which in no event shall exceed the Base Purchase Price). Except in the case of Willful Breach and subject to Section 9.2, in any circumstance in which Sellers receive the Termination Fee, as the case may be, pursuant to this Section 8.3(a), together with any applicable costs and expenses described in Section 8.3(b), receipt of such fee and costs shall be the sole and exclusive remedy of Sellers and their Affiliates and their respective Representatives against Purchaser and its Affiliates and Representatives for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement or in connection with the transactions contemplated hereby, and upon receipt of the Termination Fee, together with the costs and expenses described in Section 8.3(b), none of the foregoing Persons shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby, whether in equity or at Law, in contract, in tort or otherwise; provided, further, that if at any time any payment of the Termination Fee is rescinded or must otherwise be returned by Sellers upon the insolvency, bankruptcy or reorganization of Purchaser or Guarantor or otherwise, the Termination Fee shall be treated as having not been paid. (b) In the event Sellers commence a proceeding in order to obtain (i) payment hereunder that results in a judgment against Purchaser for the amounts set forth in Section 8.3(a), or (ii) specific performance or other equitable relief that results in a judgment against Purchaser pursuant to Section 10.13, then in either case Purchaser shall also pay to Sellers their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such proceeding, together with interest on the amounts due pursuant to Section 8.3(a) from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of If this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (iix) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar is terminated by Sellers pursuant to Section 9.7(a9.1(f) or (y) is terminated by either Party pursuant to Section 9.1(b) and at such time Sellers either (I) could have terminated under Section 9.1(f) or (II) shall have previously provided the Required Information that was Compliant as of the commencement of a Marketing Period and the Marketing Period shall not have been completed as a result of an event, change, circumstance, state of facts or development first arising after the date of the commencement of the Marketing Period that caused the Business Disclosure to fail to be Compliant pursuant to clause (a) of the definition of “Compliant” (each of (x) and (y), a “Specified Termination”), then in each case of (x) and (y), Purchaser shall pay, by wire transfer of immediately available funds to the account(s) designated in writing by Sellers not less than two (2) Business Days prior to such payment, within three (3) Business Days after the date on which this Agreement is so terminated, to Sellers the fee of $75,000,000.00 in cash (the “Purchaser Termination Fee”). If Purchaser fails to promptly pay any amount due pursuant to this Section 9.3(a), Purchaser shall pay $2.5 million (or cause to be paid) to Sellers all fees, costs and expenses of enforcement (including attorneys’ fees as well as expenses) incurred in connection with any action initiated by Sellers to collect payment of the Purchaser Termination Fee, together with interest on the amount of the Purchaser Termination Fee at the prime lending rate prevailing during such period as published in the Wall Street Journal, calculated on a daily basis from the date the Purchaser Termination Fee was required to be paid until the date of actual payment. (b) The Parties acknowledge that the Purchaser Termination Fee shall not constitute a penalty but is liquidated damages, in a reasonable amount that will compensate Sellers in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. Purchaser acknowledges that until the Purchaser Termination Fee is paid in full as provided in this Section 9.3(b) the right of Sellers to receive the Purchaser Termination Fee shall not limit or otherwise affect Sellers’ right to specific performance to the Purchaser as a termination fee ("Termination Fee")extent set forth in Section 10.15; provided, provided that the Sellers shall not be obligated entitled under any circumstances to both (i) receive the Purchaser Termination Fee and (ii) such specific performance of Purchaser’s obligation to effect the Closing in accordance with Articles II and III; and provided further, if, and only if, (x) a Specified Termination has occurred and (y) Purchaser has paid the Purchaser Termination Fee to Sellers in full, then Sellers shall have no right to seek additional remedies or recoveries beyond the Purchaser Termination Fee (including specific performance) for any Losses suffered as a result of the failure of the Closing to occur or for a breach or failure to perform hereunder (whether intentionally, willfully or otherwise) (and, effective upon the occurrence of such Specified Termination and receipt by the Sellers of the Purchaser Termination Fee, each Seller and their respective Representatives hereby expressly and irrevocably waives, discharges and releases and agrees to waive, discharge and release any and all other rights, claims or causes of action for any monetary, injunctive or other relief it or its Representatives may have against Purchaser, its Affiliates or any of their respective Representatives now or in the future under any Law or otherwise with respect thereto), and neither Purchaser nor any of its Affiliates or the Financing Source, or any of their respective Representatives shall have any further Liability relating to or arising out of this Agreement, the payment of such Purchaser Termination Fee being the sole and exclusive remedy against Purchaser, any of its Affiliates, the Financing Source or any of their respective Representatives for any Loss suffered by the Sellers, their respective Affiliates, and their respective Representatives in connection with this Agreement and the transactions contemplated by this Agreement, as a result of any breach of any covenant or agreement in this Agreement or the failure of the transactions contemplated by this Agreement to be consummated. In no event shall Purchaser and its Affiliates be required to pay the Purchaser Termination Fee ifon more than one occasion. For the avoidance of doubt, this Section 9.3 shall not limit the right of the Sellers to specific performance of this Agreement prior to termination to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to extent provided in Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company10.15. (ii) A "Termination Fee Event" is the occurrence of any of the following: (Ac) The termination Parties each acknowledge that the agreements contained in this Section 9.3 are an integral part of this Agreement pursuant to and that, without this Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of 9.3, the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is Parties would not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")have entered into this Agreement. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (ia) Sellers agree and acknowledge In the event that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers Seller shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of terminate this Agreement pursuant to Section 9.3(c7.01(a)(ii) or (das a result of Purchaser’s Willful Breach) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c7.01(a)(v), (eor Purchaser shall terminate this Agreement pursuant to Section 7.01(a)(iv)(A) and at such ▇▇▇▇ ▇▇▇▇▇▇ could have terminated this Agreement pursuant to Section 7.01(a)(v), then Purchaser shall pay or cause to be paid to Seller a termination fee of $40,200,000 in cash (gthe “Termination Fee”) by wire transfer of immediately available funds simultaneously with such termination so long as Seller has provided Purchaser with wire instructions for such payment (or, otherwise, within one (1) Business Day following receipt of such wire instructions), (i), (j), (k) it being understood that in no event shall Purchaser be required to pay or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of cause to be paid the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other Termination Fee on more than the Purchaser (an "Alternative Transaction")one occasion. (iiib) Sellers shall pay Each of Seller and Purchaser acknowledges that (i) the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order agreements contained in this Section 7.03 are an integral part of the Bankruptcy Court. Sellers' obligation to pay Transactions, and that without these agreements, the other party would not enter into this Agreement and (ii) the Termination Fee shall constitute an administrative expense liquidated damages and not a penalty. Accordingly, if Purchaser fails to timely pay or cause to be paid any amount actually due pursuant to this Section 7.03, and, in order to obtain the payment, Seller commences a Proceeding which results in a judgment against Purchaser for the payment set forth in this Section 7.03, Purchaser shall pay or cause to be paid to Seller its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Proceeding; provided that if such Proceeding results in a judgment in favor of Sellers under sections 503(bPurchaser, Seller shall pay or cause to be paid to Purchaser its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Proceeding. (c) Notwithstanding anything to the contrary set forth in this Agreement, each of the parties expressly acknowledges and 507(a)(1agrees that, in the event the Agreement is terminated, Seller’s right to receive the Termination Fee, if and when payable, shall be the sole and exclusive monetary damages remedy (whether in Contract or in tort, in Law or in equity, or granted by statute or otherwise) of Seller or any Seller Group Member against Purchaser, the Bankruptcy CodeEquity Investors or any of their respective former, current or future general or limited partners, shareholders, managers, members, investors, directors, officers or Affiliates (collectively, the “Purchaser Related Parties”) or the Lender Related Parties for any and all Losses in respect of, relating to or arising out of this Agreement (or the abandonment or termination thereof for any reason or for no reason), the Transaction Agreements, the Transactions, the Financing Letters, the Limited Guarantee (or the abandonment or termination thereof for any reason or for no reason) or the transactions contemplated thereby or a breach (whether a Willful Breach or otherwise) of any representation, warranty, covenant or other agreement or otherwise in respect of this Agreement, the Transaction Agreements, the Financing Letters or the Limited Guarantee or any oral representation made or alleged to be made in connection herewith or therewith. (d) Upon the termination of this Agreement, (i) none of the Purchaser Related Parties or the Lender Related Parties shall have any further Liability or obligation to Seller or any Seller Group Member or their Related Parties in respect of, relating to or arising out of this Agreement (or the abandonment or termination thereof for any reason or for no reason), the Transaction Agreements, the Transactions, the Financing Letters, the Limited Guarantee (or the abandonment or termination thereof for any reason or for no reason) or the transactions contemplated thereby or a breach (whether a Willful Breach or otherwise) of any representation, warranty, covenant or other agreement or otherwise in respect of this Agreement, the Transaction Agreements, the Financing Letters or the Limited Guarantee or any oral representation made or alleged to be made in connection herewith or therewith, and (ii) no Seller or any Seller Group Member, nor any of its Related Parties, shall seek to recover any Losses or monetary damages or seek any other remedy (whether by or through attempted piercing of the corporate veil and whether in Contract or in tort, in Law or in equity, or granted by statute or otherwise) against the Purchaser Related Parties or the Lender Related Parties in respect of, relating to or arising out of this Agreement (or the abandonment or termination thereof for any reason or for no reason), the Transaction Agreements, the Transactions, the Financing Letters, the Limited Guarantee (or the abandonment or termination thereof for any reason or for no reason) or the transactions contemplated thereby or a breach (whether a Willful Breach or otherwise) of any representation, warranty, covenant or other agreement or otherwise in respect of this Agreement, the Transaction Agreements, the Financing Letters, or the Limited Guarantee or any oral representation made or alleged to be made in connection herewith or therewith, in each case, other than payment of the Termination Fee, if due, by Purchaser to Seller pursuant to this Section 7.03. For the avoidance of doubt, Seller may pursue both a grant of specific performance or other equitable remedies to the extent permitted by Section 9.05 and the payment of the Termination Fee pursuant to this Section 7.03; provided, that under no circumstances shall Seller be permitted or entitled to receive both (A) a grant of specific performance of the consummation of the Principal Closing pursuant to Section 9.05 and (B) the payment of the Termination Fee pursuant to this Section 7.03 in connection with this Agreement or any termination of this Agreement. This Section 7.03 as it relates to the Lender Related Parties shall survive the consummation of the Transactions.

Termination Fee. (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of If Seller terminates this Agreement pursuant to Section 9.3(c8.1(c) due to (i) a breach of Buyer’s representations in Sections 5.6 or 5.8 or (dii) or Section 9.4 (except for Section 9.4(e) or solely because Buyer’s failure to obtain the vote of the non-fulfillment of any requisite majority of the conditions specified shareholders of Buyer to approve the Transaction at the extraordinary general meeting of Buyer’s shareholders called pursuant to Section 6.15, and provided in Section 8.3(c), each case that a Target Company MAE (e), (g), which for purposes hereof will be deemed to exclude paragraphs (i), (j), ii) and (kvi) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellersproviso set forth in the definition of Target Company MAE) has not occurred, or any trustee then Buyer shall, at Seller’s option and in bankruptcy for any Seller’s sole discretion, pay to Seller an amount equal to $4.15 million (the “Termination Fee”) in immediately available funds within ten (10) Business Days after the date of such termination. Buyer acknowledges and agrees that (i) the agreements contained in this Section 8.3 are an integral part of the Sellers, of an agreement providing for Transaction Documents and the sale of all or any material portion Transactions and (ii) in light of the Business or difficulty of an equity interest accurately determining actual damages with respect to the foregoing, upon any such termination of this Agreement and payment in any full of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with pursuant to this Section 8.3, the occurrence of right to such payment constitutes a Termination Fee Event without further order reasonable estimate of the Bankruptcy Courtlosses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages (and not a penalty). Sellers' obligation Notwithstanding anything to pay the contrary set forth herein, Seller may pursue the remedies permitted pursuant to Section 10.10 subject to the conditions set forth therein. If the Termination Fee is due pursuant to this Section 8.3 and Buyer fails to pay such amount to Seller pursuant to the terms of this Section 8.3, then Buyer shall constitute an administrative expense also be liable for any reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with any Action to enforce Seller’s rights under this Section 8.3 that results in a judgment by a court of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codecompetent jurisdiction against Buyer for such amount (or any portion thereof).

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of If this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar is validly terminated pursuant to Section 9.7(a8.1(d), or otherwise fails to occur as a result of the Sellers action or inaction of the Purchaser, the Purchaser shall pay $2.5 million to the Purchaser as a termination fee ("Equity Seller an amount in cash by wire transfer of immediately available funds equal to the Termination Fee"); provided, that which shall be paid within ten (10) Business Days of the Sellers Purchaser’s receipt of the notice of such termination. (b) If the Purchaser fails to pay the Termination Fee, as required pursuant to this Section 8.3, when due, the Termination Fee shall not be accrue interest for the period commencing on the date the Termination Fee became past due until paid, at a rate equal to 5% per annum. In addition, if the Purchaser fails to pay the Termination Fee, as required pursuant to this Section 8.3, when due, the Purchaser shall pay to the Seller Representative all of the costs and expenses (including attorneys’ fees) in connection with all actions to collect the Termination Fee. (c) If the Purchaser is obligated to pay the Termination Fee ifFee, prior to the occurrence actual receipt by Seller Representative of the Termination Fee Event, the Agreement has validly been terminated solely (plus any amounts payable pursuant to Section 9.1 by 8.3(b)) will be deemed to be liquidated damages and the Company sole and WinStar exclusive remedy of the Sellers against the Purchaser Indemnitees and no Purchaser Indemnitee will have any other liability or pursuant obligation with respect to this Agreement (and the termination hereof), and the Contemplated Transactions (and the abandonment thereof) including the failure of the Closing to occur or any matter forming the basis for such termination, and neither the Sellers nor the Seller Representative will be entitled to bring or maintain any other claim, action, or proceeding (whether in contract, tort, or otherwise) against the Purchaser or any other Purchaser Indemnitee arising out of this Agreement, any of the Contemplated Transactions or any matters forming the basis for such termination. Each of the parties acknowledges and agrees that (i) the agreements contained in this Section 9.3(a8.3(c) or (b) by are an integral part of this Agreement and the Company. Contemplated Transactions, and (ii) A "Termination Fee Event" is the occurrence of any in light of the following: (A) The difficulty of accurately determining actual damages with respect to the foregoing, upon any such termination of this Agreement after payment in full of the Termination Fee pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because 8.3(a), the right to such payment constitutes a reasonable estimate of the non-fulfillment losses that will be suffered by reason of any such termination of the conditions specified this Agreement and constitutes liquidated damages (and not a penalty). The parties acknowledge and agree that in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than no event will the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation be required to pay the Termination Fee shall constitute an administrative expense on more than one occasion at the same or at different times and the occurrence of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codedifferent events.

Termination Fee. (a) If (i) Sellers agree this Agreement is validly terminated by the Class A Purchaser pursuant to Section 7.01(c) and acknowledge the conditions to Closing set forth in Section 2.03 and Section 2.04 have been satisfied or validly waived prior to such termination (other than (A) those conditions that Purchaser's by their terms are to be satisfied by actions taken at the Closing, but subject to those conditions being capable of being satisfied if the Closing were to occur on the date of termination and WinStar's negotiation and execution (B) those conditions that are not satisfied as a result of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution breach of this Agreement have provided value to Sellers. Thereforeby the Class B Purchasers), if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to at the Expense Reimbursement payable to Purchaser and WinStar time of such termination pursuant to Section 9.7(a7.01(c), the Sellers shall pay $2.5 million condition set forth in Section 2.05(b) or Section 2.06(b) is not satisfied due to a willful breach by any Class B Purchaser of this Agreement, and (iii) the Company has delivered an irrevocable Notice of Closing to the Purchasers no later than two (2) Business Days after the date on which the condition set forth in Section 2.03(a) is satisfied and (A) such Notice of Closing provides for a Closing to occur on the date that is twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Closing and (B) the Company has confirmed that if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Closing, then GEPIF, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser as a termination fee ("or its designee(s)) an amount equal to the Termination Fee"); provided, that the Sellers shall not be obligated to pay . (b) If the Termination Fee ifis payable, prior GEPIF will pay such fee to the occurrence Class A Purchaser (or its designee(s)) by wire transfer of immediately available funds on or before the second (2nd) Business Day following the date on which a final determination of a court of competent jurisdiction in a final, non-appealable decision finding that such fee is payable is entered. The Company and each of the Purchasers acknowledge and agree that (i) the agreements contained in this Section 7.03 are an integral part of the transactions contemplated hereby, and without these agreements the other parties hereto would not enter into this Agreement and (ii) any amounts payable pursuant to this Section 7.03 are a reasonable approximation of the Class A Purchaser’s damages and do not constitute a penalty. In the event of litigation relating to the payment of the Termination Fee Eventand upon final determination of a court of competent jurisdiction in a final, non-appealable decision, the Agreement has validly been terminated solely pursuant non-prevailing party in such litigation shall reimburse the prevailing party’s reasonable and documented costs and expenses (including reasonable attorneys’ fees) actually incurred in connection therewith to Section 9.1 by a maximum of two million U.S. dollars ($2,000,000.00). Subject to the right of the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination specific performance of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because 8.12, the parties hereto expressly acknowledge and agree that payment of the non-fulfillment Termination Fee, if due, and the payment in full of any reimbursement, expense, or interest obligations pursuant to this Section 7.03, if any, shall be the sole and exclusive remedy of the conditions specified Company and the Class A Purchaser against the Class B Purchasers in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously connection with the occurrence termination of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codethis Agreement.

Termination Fee. In the event that Trican Parent is entitled to terminate this Agreement pursuant to (ia) Sellers agree and acknowledge Section 8.1(f) or Section 8.1(d) absent a willful or intentional breach by ▇▇▇▇▇ Parent or Buyer that Purchaser's and WinStar's negotiation and execution is the proximate cause of the Transaction not being consummated or not being able to be consummated, then in either case ▇▇▇▇▇ Parent shall pay, or cause to be paid, to the Seller Companies by wire transfer of immediately available funds to an account designated in writing by Trican Parent, a termination fee of $20,000,000 (the “Tier One Termination Fee”), or (b) Section 8.1(d), but solely as a result of ▇▇▇▇▇ Parent’s or Buyer’s willful or intentional breach that is the proximate cause of the Transaction not being consummated or not being able to be consummated or in the event ▇▇▇▇▇ Parent or Buyer otherwise fails to consummate the Transaction after satisfaction or waiver of each condition to the obligations of ▇▇▇▇▇ Parent and Buyer under Sections 7.1 and 7.2 (except for conditions that would by their nature be satisfied upon the consummation of the Transaction) and in the event the Transaction was consummated and the Equity Financing was made available in accordance with the terms set forth in the Equity Commitment Letter, the debt financing contemplated by the Term Debt Commitment (or any analogous commitment in connection with any alternative financing described in Section 6.24) would be made available to Buyer in accordance with the Term Debt Commitment (or such alternative commitment), then in each of the foregoing cases ▇▇▇▇▇ Parent shall pay, or cause to be paid, to the Seller Companies, a termination fee of $55,000,000 (the “Tier Two Termination Fee”) by wire transfer of immediately available funds to an account designated in writing by Trican Parent no later than two Business Days after the date of such termination. The Parties acknowledge and agree that in no event will both the Tier One Termination Fee and the Tier Two Termination Fee be payable and no Buyer Company will be required to pay the Tier One Termination Fee or the Tier Two Termination Fee on more than one occasion. If Trican Parent is entitled to terminate this Agreement in circumstances where both the Tier One Termination Fee and the Tier Two Termination Fee would be payable, only the Tier Two Termination Fee will be payable by ▇▇▇▇▇ Parent to the Seller Companies. The Parties have resulted from a substantial investment agreed in light of management the circumstances existing at the time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value (including the inability of the Parties to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (iiquantify the damages that may be suffered by Trican Parent and the Seller Companies) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to that this Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided8.4 is reasonable, that the Sellers shall not be obligated to pay the Tier One Termination Fee ifor the Tier Two Termination Fee, prior as applicable, represents a good faith, fair estimate of the damages that Trican Parent and the Seller Companies would suffer in the applicable circumstances and that, if payable, the Tier One Termination Fee or the Tier Two Termination Fee, as applicable, shall be payable as liquidated damages (and not as a penalty) without requiring Trican Parent or the Seller Companies to prove actual damages. Notwithstanding anything to the occurrence contrary in this Agreement, in the event that ▇▇▇▇▇ Parent or Buyer fails to effect the Closing for any reason or no reason or a breach of its obligations hereunder (whether willfully, intentionally, knowingly or otherwise) or fails to perform hereunder (whether willfully, intentionally, knowingly or otherwise), then the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of Trican Parent and the Seller Companies or any Person claiming by, through or for the benefit of the Termination Fee EventSeller Companies or Trican Parent against ▇▇▇▇▇ Parent or the Buyer and each of their former, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company current or future equity holders, controlling Persons, managers, officers, employees, agents, general or limited partners, managers, management companies, members, Affiliates, Representatives or assignees and WinStar any and all former, current or pursuant to Section 9.3(a) future heirs, executors, administrators, trustees, successors or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence assigns of any of the following: foregoing, (Aeach, a “Buyer Related Party,” and collectively, the “Buyer Related Parties”) The termination in respect of this Agreement pursuant to Section 9.3(c) Agreement, any Transaction Document or agreement executed in connection herewith (d) or Section 9.4 (except for Section 9.4(e) or solely because of including the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(bFinancing Commitments) and 507(a)(1) of the Bankruptcy Code.transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of If New Image terminates this Agreement pursuant to Section 9.3(c9.1(a)(iii) or (d) or Section 9.4 (except other than for Section 9.4(e) or solely because of the non-fulfillment a breach of any of the conditions specified representations or warranties in Section 8.3(c)Article 4 of which Buyer and Parent had no Knowledge as of the date hereof) and if at the time of such termination New Image had fulfilled in all material respects its obligations under this Agreement and no party (other than Buyer) to the Voting Agreements had breached its obligations thereunder, then within three (e)3) business days following delivery by New Image to Buyer of notice of such termination specifying in reasonable detail the basis for such termination, Buyer shall pay to New Image the Termination Fee. (g), b) If Buyer terminates this Agreement pursuant to (i), (j), (k) Section 9.1(a)(ii)(A) or (lB) which non- fulfillment is not caused and the failure to consummate the Transaction by the End Date or obtain the New Image Stockholder Approval results from the breach by any act or omission party (other than the Buyer) of Sellers); or (B) The execution by any of the Sellersits obligations under a Voting Agreement, or any trustee in bankruptcy (ii) Section 9.1(a)(iii) (other than for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination a breach of any of the Sellersrepresentations or warranties in Article 3 of which New Image had no Knowledge as of the date hereof) and if at the time of such termination Buyer had fulfilled in all material respects its obligations under this Agreement, involving any party other than then within three (3) business days following delivery by Buyer to New Image of notice of such termination specifying in reasonable detail the Purchaser (an "Alternative Transaction")basis for such termination, New Image shall pay to Buyer the Termination Fee. (iiic) Sellers shall pay As used herein, "Termination Fee" means the sum in cash of (i) three million dollars ($3,000,000) and (ii) all Transaction Costs incurred by the party entitled to the Termination Fee. Each party acknowledges and agrees that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither party would have entered into this Agreement and the Termination Fee simultaneously with is not unreasonable in light of the occurrence Purchase Price proposed to be paid by Buyer and the consequences to New Image of a Termination Fee Event without further order failure to consummate the Transaction because of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense a breach by Buyer of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codethis Agreement.

Termination Fee. (a) If this Agreement is terminated (i) Sellers agree pursuant to Section 9.01(e) (Buyer Breach) (other than with respect to Section 6.06 (Regulatory Approvals), solely to the extent not arising from Buyer’s intentional and acknowledge that Purchaser's and WinStar's negotiation and execution willful breach of Section 6.06) or Section 9.01(f) (Buyer Failure to Close), or pursuant to Section 9.01(b) (Termination Date) at a time when the Agreement Holder Representative would have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of been entitled to terminate this Agreement have provided value pursuant to Sellers. ThereforeSection 9.01(e) (Buyer Breach) (other than with respect to Section 6.06 (Regulatory Approvals), if a Termination Fee Event solely to the extent not arising from Buyer’s intentional and willful breach of Section 6.06) or Section 9.01(f) (as defined in subsection Buyer Failure to Close) or (ii) belowby Buyer or the Holder Representative pursuant to (A) occursSection 9.01(b) (Termination Date) or Section 9.01(c) (Permanent Order or Law), and, at the time of such termination, any of the conditions set forth in addition Section 7.01 shall not have been satisfied, but all conditions to the Expense Reimbursement payable Closing set forth in Section 7.02 shall have been satisfied or waived (except for those conditions that by their nature are to Purchaser and WinStar be satisfied at the Closing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date for such termination) or (B) Holder Representative pursuant to Section 9.7(a9.01(e) (Buyer Breach) (solely to the extent arising from Buyer’s breach of Section 6.06 (Regulatory Approvals) that was not intentional and willful), the Sellers then Buyer shall pay $2.5 million to the Purchaser as a termination fee Company by wire transfer of immediately available funds within two ("2) Business Days following the date of termination, (A) with respect to clause (i) above, $175,000,000 (the “Reverse Termination Fee"”) and (B) with respect to clause (ii) above, $125,000,000 (the “Regulatory Termination Fee”, and the Reverse Termination Fee and the Regulatory Termination Fee, each, a “Termination Fee”). Until such time as this Agreement is terminated in any of the circumstances described in this Section 9.03(a) and Buyer pays the Reverse Termination Fee or the Regulatory Termination Fee (as applicable) in accordance therewith, nothing in this Section 9.03 shall prohibit Holder Representative from seeking specific performance pursuant to, and on the terms and conditions set forth in, Section 10.13; provided, that the Sellers Company shall not be obligated entitled under any circumstances to obtain both (1) a recovery of monetary damages in the form of the Reverse Termination Fee or Regulatory Termination Fee (and any amounts recoverable by the Company pursuant to Section 9.03(b)), and (2) specific performance of the consummation of the Closing pursuant to this Agreement; provided, further, that Company shall not be entitled under any circumstances to payment of both the Reverse Termination Fee and the Regulatory Termination Fee. The Parties agree that (x) damages suffered by the Company in the event that this Agreement is terminated in any of the circumstances described in this Section 9.03(a) are impossible or very difficult to accurately estimate and (y) the Termination Fee is a reasonable forecast of just compensation for such termination. Notwithstanding anything to the contrary in this Agreement, in no event shall the Reverse Termination Fee or the Regulatory Termination Fee become due and payable in the event that any Party terminates this Agreement due to the condition set forth in Section 7.01(e) (Limited Lender Consent and Waiver) not being satisfied. (b) If Buyer fails to pay the Reverse Termination Fee or the Regulatory Termination Fee (as applicable) as and when required under Section 9.03(a) and, in order to obtain such payment, Holder Representative commences a Proceeding that results in a final, non-appealable judgment against Buyer for the Reverse Termination Fee or the Regulatory Termination Fee (as applicable), then Buyer shall pay to the Company, together with the Reverse Termination Fee or the Regulatory Termination Fee (as applicable), (i) interest on the Reverse Termination Fee or the Regulatory Termination Fee (as applicable) from the date of termination of this Agreement at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the date of termination of this Agreement plus two percent (2%) and (ii) any reasonable and documented, out-of-pocket third party fees, costs and expenses (including legal fees) incurred by Holder Representative or any of its Affiliates in connection with any such Proceeding; provided, that the aggregate amount of such fees, costs and expenses payable by Buyer shall in no event exceed $4,000,000. (c) Notwithstanding anything to the contrary in this Agreement, other than remedies available in connection with (x) Fraud, (y) remedies available under the Confidentiality Agreement or (z) with respect to amounts indemnifiable under Section 6.04(b), Section 6.13(f) or Section 6.14(b) (collectively, the “Additional Liabilities”), upon termination of this Agreement, the Termination Fee shall be the sole and exclusive remedy of each Acquired Company and its Affiliates and its and their respective Representatives against (i) Buyer, the Merger Subs, their Affiliates and its and their respective Representatives (including any Financing Sources) and (ii) any former, current and future direct and indirect holders of any equity, partnership or limited liability company or other interest, incorporators or organizers, controlling Persons, Affiliates, Representatives, assignees or successors of any Person named in clause (i) above (clauses (i) and (ii) above, collectively, the “Buyer Related Parties”) for any Losses or Liabilities suffered as a result of the failure of the Closing to be consummated and for any other matter under, relating to or arising out of this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby, whether based on Contract, tort, strict liability, other Laws or otherwise, or any Proceeding based on, in respect of, or by reason of any of the foregoing, and upon payment of the Termination Fee (and any amounts payable to the Company pursuant to Section 9.03(b)), none of the Acquired Companies, any of their Affiliates or any of their respective Representatives shall pursue or be entitled to pursue or make any claim (whether at law, in equity, in contract, in tort or otherwise) against any Buyer Related Party, and no Buyer Related Party shall have any Liability, for any Losses or Liabilities arising out of the circumstances giving rise to any termination of this Agreement or for any other matter under, relating to or arising out of this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby, other than in connection with the Additional Liabilities. In no event will Buyer be required to pay the Termination Fee if, prior to on more than one occasion. The Parties acknowledge that the occurrence agreements set forth in this Section 9.03 are an integral part of the Termination Fee EventTransactions, and that, without these agreements, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the CompanyParties would not enter into this Agreement. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) In the event that this Agreement is terminated by Seller pursuant to (i) Sellers agree and Section 2.1(c), (ii) Section 2.1(f), or (iii) Section 2.1(a) at a time when this Agreement could have been validly terminated by Seller pursuant Section 2.1(c) or Section 2.1(f), then Buyer shall pay the Buyer Termination Fee to, or as directed by, Seller, as promptly as reasonably practicable (and, in any event, within three (3) Business Days following such termination) by wire transfer of same day funds. (b) The parties hereto acknowledge that Purchaser's and WinStar's negotiation and execution the agreements contained in this Section 2.3 are an integral part of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources transactions contemplated by Purchaser and WinStarthis Agreement, and that that, without these agreements, the negotiation parties hereto would not otherwise enter into this Agreement; accordingly, if Buyer fails to pay the Buyer Termination Fee pursuant to Section 2.3(a) on or prior to the date such amount is due hereunder, and, in order to obtain such payment, an action or proceeding is commenced by any party with respect to the potential payment of the Buyer Termination Fee pursuant to Section 2.3(a), the non-prevailing party in such action shall pay, or cause to be paid, to the prevailing party (i) the reasonable costs and execution expenses (including reasonable attorney’s fees and expenses) incurred by the prevailing party and its Affiliates in connection with such action or proceeding and (ii) if the prevailing party is Seller, interest on the Buyer Termination Fee at an annual rate equal to the prime rate as published in the Wall Street Journal in effect on the date such amount was originally due hereunder which shall accrue from such date through the date such payment is actually delivered to Seller. (c) Notwithstanding anything to the contrary included herein, if this Agreement is terminated by Seller pursuant to (i) Section 2.1(c), (ii) Section 2.1(f), or (iii) Section 2.1(a) at a time when this Agreement could have been validly terminated by Seller pursuant to Section 2.1(c) or Section 2.1(f), Seller’s right to receive payment of the Buyer Termination Fee (and any other amounts pursuant to this Section 2.3) from Buyer shall be the sole and exclusive remedy of Seller and its Affiliates (including the Company) against Buyer (including its Affiliates) and the Financing Sources for, and Seller shall be deemed to have waived all other remedies (including equitable remedies) with respect to, the failure of the Transaction to be consummated or with respect to any loss or damage suffered as a result thereof, any breach by Buyer of its obligation to consummate the Transaction or the Financing or any breach by Buyer of any representation, warranty, covenant or agreement set forth herein or in the Commitment Letter or in any document related to the Financing, and upon payment of such amount, Buyer shall have no further liability or obligation relating to or arising out of this Agreement have provided value or the transactions contemplated by this Agreement; provided, however, that, for the avoidance of doubt, nothing in this Agreement shall be construed to Sellers. Therefore, if a relieve Buyer of its obligation to pay the Buyer Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), 2.3(a) in connection with the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement by reason of Seller seeking to obtain specific performance of this Agreement in accordance with Section 8.2 prior to the termination of this Agreement. (d) The parties hereto hereby agree that the Buyer Termination Fee is liquidated damages in a reasonable amount and not a penalty, and the payment of the Buyer Termination Fee in the circumstances specified in this Agreement is supported by due and sufficient consideration. For the avoidance of doubt, under no circumstances shall Seller be entitled or permitted to receive (i) monetary damages for any breach by Buyer of this Agreement the aggregate amount of which, together with any portion of the Buyer Termination Fee paid to Seller by Buyer pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because 2.3(a), exceeds the amount of the non-fulfillment of any of the conditions specified in Section 8.3(c)Buyer Termination Fee, (e), (g), (i), (j), (kii) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, both a grant of an agreement providing for injunction, specific performance or other equitable relief pursuant to Section 8.2, pursuant to which the sale of Closing occurs, and any money damages, including all or any material portion of the Business or of an equity interest in any of the SellersBuyer Termination Fee, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Buyer Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codeon more than one occasion.

Termination Fee. (a) The Purchaser shall pay, or cause to be paid, to the Sellers a cash payment in an amount equal to $95,000,000 (the “Termination Fee”) if, but only if, this Agreement is terminated by the Purchaser or the Sellers (i) pursuant to Section 7.1(e) (but only if solely as a result of an Order issued under any Antitrust Law) or (ii) pursuant to Section 7.1(b) if, but only if, as of the Termination Date, one or more of the conditions set forth in Section 6.1(a) has not been satisfied (but only if the failure to meet such condition arises solely under any Antitrust Law) and all of the other conditions to effect the Initial Closing set forth in Article 6 have been satisfied or, to the extent permitted hereunder, waived (other than those conditions that by their terms are to be satisfied by actions taken at the Initial Closing provided such conditions would have been satisfied as of such date). The Purchaser shall pay to the Sellers agree the Termination Fee, which shall be allocated between EMC and EIC as set forth in Schedule 2.1, by wire transfer of immediately available funds to an account (or accounts) designated by the Sellers promptly but in no event later than five (5) Business Days after the date of such termination. (b) The parties acknowledge that Purchaser's and WinStar's negotiation and execution (i) the agreement contained in this Section 7.3 is an integral part of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStarContemplated Transactions, (ii) the amount of, and the basis for payment of, the fee described herein is reasonable and appropriate in all respects and (iii) without this agreement, the parties would not enter into this Agreement. Accordingly, if the Purchaser fails to pay in a timely manner the Termination Fee, and, in order to obtain such payment, the Sellers make a claim that results in a judgment against the negotiation Purchaser for payment of the Termination Fee, the Purchaser shall pay to the Sellers the Sellers’ reasonable and execution documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket fees and costs of counsel) in connection with such suit, together with interest on such amount (in each case from the date payment of such amount was due through the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made). All payments under this Section 7.3(b) shall be made by wire transfer of immediately available funds to an account (or accounts) designated by the Sellers. (c) For the avoidance of doubt, any payment made by the Purchaser under this Section 7.3 shall be payable only once with respect to this Section 7.3 and not in duplication even though such payment may be payable under one or more provisions hereof. (d) Notwithstanding anything to the contrary in this Agreement: (i) if the Termination Fee becomes payable pursuant to Section 7.3(a), the sole and exclusive remedy of the Sellers against the Purchaser or any Financing Sources, or any of their respective Affiliates or Representatives (collectively, the “Purchaser Related Parties”) for any Damages suffered as a result thereof or relating to any breach of any representation, warranty, covenant or agreement in this Agreement, any of the Contemplated Transactions, or the Debt Commitment Letter shall be the right to receive payment of the Termination Fee (and the expenses and interest, if any, contemplated by the second sentence of Section 7.3(b)) as and only to the extent provided by Section 7.3(a) and Section 7.3(b); and (ii) upon the indefeasible payment of the Termination Fee in full, none of the Purchaser Related Parties will have any further liability or obligation of any kind for any reason relating to or arising out of this Agreement have provided value or any of the Transaction Agreements, or the Contemplated Transactions. The election of the Sellers to Sellers. Thereforepursue an injunction or specific performance in accordance with Section 11.12 shall not restrict, if a impair or otherwise limit the Sellers from subsequently seeking to terminate this Agreement and collect the Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"7.3(a); provided, however, that under no circumstances shall the Sellers shall not be obligated permitted or entitled to pay receive both a grant of specific performance of the Termination Fee if, prior consummation of the Contemplated Transactions pursuant to Section 11.12 and the occurrence payment of the Termination Fee Event, the Agreement has validly been terminated solely and/or any amounts pursuant to this Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company7.3. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) In the event this Agreement is terminated by the Company pursuant to Section 10.01(c)(ii)(A) (if at the time of such termination the SPAC then has the right to terminate this Agreement pursuant to Section 10.01(b)(i) or Section 10.01(i)) or Section 10.01(c)(ii)(B) or by SPAC pursuant to Section 10.01(b)(i) or Section 10.01(i), then if (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from SPAC Redeemed Share Percentage is less than 90% or is unknown, the Company shall pay or cause to be paid to SPAC a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that fee equal to twelve million five hundred thousand dollars ($12,500,000) (the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a “Tier I Termination Fee Event (as defined in subsection Fee”) or (ii) belowthe SPAC Redeemed Share Percentage is known and is equal to or greater than 90%, the Company shall pay or cause to be paid to SPAC a fee equal to six million two hundred fifty thousand dollars ($6,250,000) occurs(the “Tier II Termination Fee” and together with the Tier I Termination Fee, as applicable, the “Termination Fee”), , in addition each case within two (2) Business Days after the date of such termination by wire transfer of same-day funds to one or more accounts designated by SPAC; provided that, in no event shall the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not Company be obligated required to pay the Termination Fee ifmore than once. (b) The parties acknowledge that the agreements contained in this Section 10.02 are an integral part of the transactions contemplated by this Agreement and that, prior without these agreements, the parties hereto would not enter into this Agreement. In addition, if the Company fails to pay in a timely manner any amount due to SPAC pursuant to this Section 10.02, then (i) the Company shall reimburse SPAC for all costs and expenses (including disbursements and fees of counsel) incurred in the collection of such overdue amounts and (ii) the Company shall pay to SPAC interest on the amounts payable pursuant to this Section 10.02 from and including the date payment of such amounts was due to but excluding the date of actual payment at a rate equal to three percent (3%) plus the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made. (c) Notwithstanding anything to the occurrence contrary in this Agreement, in the event this Agreement is validly terminated in accordance with its terms and the Termination Fee is due and payable under the terms hereof then, the SPAC’s sole and exclusive remedy shall be to receive the applicable Termination Fee (and any interest and other amounts payable pursuant to Section 10.02(b) (collectively, “Interests and Reimbursements”)) from the Company, and upon SPAC’s receipt of the Termination Fee Event(and any Interests and Reimbursements), none of SPAC or any SPAC Related Party shall have any further liability or obligation relating to or arising out of this Agreement, any Ancillary Agreement, any other agreement executed in connection herewith or the Agreement has validly been terminated solely pursuant transactions contemplated hereby or thereby or any conduct relating hereto or thereto. Notwithstanding anything to Section 9.1 by the Company and WinStar or pursuant contrary herein, SPAC’s rights (i) to Section 9.3(a) or (b) by receive payment of the Company. (ii) A "applicable Termination Fee Event" is and any Interests and Reimbursements shall be the occurrence sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of SPAC and any of its former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents of any of the following: foregoing (Acollectively, the “SPAC Related Parties”) The termination against the Company, Pubco and Merger Sub, and any of this Agreement pursuant to Section 9.3(c) their respective former, current, or (d) future general or Section 9.4 (except for Section 9.4(e) limited partners, direct or solely because of the non-fulfillment indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, Affiliates, Representatives or agents of any of the conditions specified in Section 8.3(cforegoing (collectively, the “Company Related Parties”) for any loss, cost, damage or expense suffered with respect to this Agreement, the Ancillary Agreements, the transactions contemplated hereby and thereby or any conduct relating hereto or thereto (including any breach by the Company for Actual Fraud), the termination of this Agreement, the failure of the transactions contemplated by this Agreement to be consummated or any breach of this Agreement by the Company (ewhether willfully, intentionally, unintentionally or otherwise (including, for the avoidance of doubt, Actual Fraud)), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any and none of the SellersCompany Related Parties shall have any liability or obligation to SPAC, its Affiliates or the other SPAC Related Parties under any theory relating to or arising out of this Agreement, any Ancillary Agreements, any other agreement executed in connection herewith or the transactions contemplated hereby or thereby or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all conduct relating hereto or thereto or any material portion of the Business claims or of an equity interest in any of the Sellers, or any business combination actions under applicable Law arising out of any such breach, termination or failure. In no event will SPAC be entitled to payment of the Sellers, involving any party monetary damages (including in connection with a Willful Breach or Actual Fraud) other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with and any Interests and Reimbursements after the occurrence termination of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codethis Agreement.

Termination Fee. (a) In the event that (i) Sellers agree this Agreement is terminated by either Party pursuant to Section 6.01(b)(i) and acknowledge that Purchaser's and WinStar's negotiation and execution at the time of such termination, (A) one or more of the conditions to Closing set forth in Section 5.01(a) (as a result of any Antitrust Law or any Order under Antitrust Laws) or Section 5.02(c) have not been satisfied and (B) all other conditions to Closing set forth in Section 5.01 and Section 5.02 have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing are capable of being satisfied on such date) or (ii) this Agreement have resulted from has been terminated by either party pursuant to Section 6.01(b)(ii) as a substantial investment result of management time and have required significant commitment any Antitrust Law or any Order under Antitrust Laws, then Acquiror shall pay the Termination Fee to Seller, provided that no Termination Fee shall be payable by Acquiror (x) pursuant to this Section 6.04(a) if the failure of financial and other resources the conditions to Closing set forth in Section 5.01(a) or Section 5.02(c) to be satisfied is primarily caused by Purchaser and WinStar, and that the negotiation and execution Seller’s breach of any provision of this Agreement have provided value or (y) pursuant to Sellers. Therefore, if a Termination Fee Event (as defined in subsection clause (ii) belowof this Section 6.04(a) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar if Seller terminates this Agreement pursuant to Section 9.7(a6.01(b)(ii) (1) without first providing at least three Business Days notice of its intention to terminate this Agreement pursuant to Section 6.01(b)(ii) or (2) after providing at least three Business Days notice of its intention to terminate this Agreement pursuant to Section 6.01(b)(ii) and, during such three Business Day period, Acquiror irrevocably confirms to Seller in writing of its intention to take all necessary actions (including the actions described in Section 4.02(b), the Sellers shall pay $2.5 million ) to render such Law or Order inapplicable to the Purchaser as a termination fee ("Termination Fee"); provided, that transactions contemplated by this Agreement and thereafter continues to take all such necessary actions to render such Law or Order inapplicable to the Sellers shall not transactions contemplated by this Agreement. In no event will Acquiror be obligated required to pay the Termination Fee ifon more than one occasion. Any amount due under this Section 6.04 will be paid by wire transfer of same-day funds to an account provided in writing by Seller to Acquiror within two Business Days of the date of such termination. (b) Except in the case of any Deliberate Breach or intentional fraud, prior in the event that (i) the Termination Fee is payable pursuant to the occurrence Section 6.04(a) and (ii) Seller receives full payment of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: 6.04(a), (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(bbe deemed to be liquidated damages, (B) and 507(a)(1) the payment of the Bankruptcy CodeTermination Fee pursuant to Section 6.04(a) shall be the sole and exclusive remedy available to Seller and its Affiliates for any and all losses or damages suffered as a result of the failure of the transactions contemplated by this Agreement or any Ancillary Agreement to be consummated or for any breach or failure to perform hereunder, and (C) upon payment of the Termination Fee, none of Acquiror or any of its Affiliates or Representatives shall have any further liability or obligation to any other Party or its Affiliates relating to or arising out of this Agreement or in respect of any Ancillary Agreement or theory of Law or equity, whether in equity or at Law, in contract, in tort or otherwise, and none of Seller or its Affiliates shall be entitled to bring or maintain any Action against Seller or its Affiliates arising out of or in connection with this Agreement or the Ancillary Agreements, the transactions contemplated hereof and thereof, or the termination hereof and thereof. (c) The Parties acknowledge that the agreements contained in this Section 6.04 are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not have entered into this Agreement. Accordingly, if Acquiror fails to pay in a timely manner any amount due pursuant to Section 6.04(a) and, in order to obtain such payment, Seller commences any Action that results in a judgment against Acquiror, Acquiror will pay to Seller interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made, together with reasonable and documented legal fees and expenses incurred in connection with such Action.

Termination Fee. (a) If this Agreement is terminated (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of by the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and Company or Buyer pursuant to ‎Section 8.1(e) where the applicable injunction or other resources by Purchaser and WinStarorder is issued pursuant to any Antitrust Law, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) belowby the Company pursuant to ‎Section 8.1(c) occursdue to a breach by Buyer of ‎Section 5.2, which breach results in the conditions set forth in either ‎Section 6.1(a) (as such condition applies with respect to any Antitrust Law) or ‎Section 6.1(b) being incapable of being satisfied or otherwise not being satisfied, or (iii) by the Company or Buyer pursuant to ‎Section 8.1(d) and as of the Outside Date, one or more of the conditions set forth in ‎Section 6.1(a) (as such condition applies with respect to any Antitrust Law) or ‎Section 6.1(b) has not been satisfied and, in addition each case of clauses ‎(i), ‎(ii) and ‎(iii), all of conditions set forth in ‎Section 6.1 (except as such condition applies with respect to any Antitrust Law) and ‎Section 6.3 have been satisfied or are capable of being satisfied (other than any such conditions which by their nature cannot be satisfied until the Closing Date but subject to such conditions being capable of being satisfied if the Closing Date were the date of termination), then Buyer will, within three (3) Business Days following any such termination, pay to the Expense Reimbursement payable Company or its designee in cash by wire transfer in immediately available funds to Purchaser and WinStar pursuant an account designated by the Company a non-refundable termination fee in an amount equal to $48,000,000 (such amount to be increased to $56,000,000 in the circumstances set forth in Section 9.7(a8.1(d), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("“Termination Fee"”); provided. Each Party acknowledges that (i) the agreements contained in this ‎Section 8.3 are an integral part of this Agreement, and that, without these agreements, the Company would not enter into this Agreement, and (ii) that the Sellers shall not be obligated to pay the Termination Fee ifis not a penalty, prior to but constitutes liquidated damages in a reasonable amount that will compensate the occurrence of Company in circumstances in which the Termination Fee Eventis payable. Accordingly, if Buyer fails to promptly pay any applicable amount when due pursuant to this ‎Section 8.3, and, in order to obtain such payment, the Agreement has validly been terminated solely pursuant Company commences a suit that results in a judgment against Buyer for the fee set forth in this ‎Section 8.3 or any portion of such fee, then Buyer shall pay to Section 9.1 by the Company its reasonable costs and WinStar or pursuant to Section 9.3(aexpenses (including reasonable attorneys’ fees and expenses) or (b) by in connection with such suit, together with interest on the Company. (ii) A "Termination Fee Event" is the occurrence of any amount of the following: (A) fee at the prime rate published in The termination Wall Street Journal on the date such payment was required to be made through the date of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")payment. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) If this Agreement is validly terminated (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of by the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStarSeller in accordance with Section 10.01(c) or Section 10.01(e), and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection or (ii) below) occurs, in addition to the Expense Reimbursement payable to by Purchaser and WinStar pursuant to Section 9.7(a)10.01(a) at a time when this Agreement is terminable by the Seller pursuant to Section 10.01(c) or Section 10.01(e) then promptly, but in any event within five (5) Business Days after the date of such termination, the Sellers Purchaser shall pay $2.5 million or cause to be paid to the Purchaser as a termination fee Seller an amount in cash equal to $32,500,000 ("the “Termination Fee"); provided”) by wire transfer of immediately available funds to the bank account designated by Seller in advance. For the avoidance of doubt, that in the Sellers event the Seller or the Company or any Person claiming by or through them commences an Action for payment of the Termination Fee, in no event shall not either Party be obligated responsible for the out-of-pocket costs and expenses (including attorneys’ fees) of the other Party or its Affiliates in connection with such Action. Notwithstanding the foregoing, if the Purchaser fails to promptly pay the Termination Fee ifin full if and when due pursuant to this Section 10.03(a), interest on the amount of such Termination Fee shall accrue at the prime rate as published by the Wall Street Journal, Eastern Edition (or if such rate is no longer available on such publication, any comparable rate on a comparable replacement source), in effect on the date such payment was required to be made through the date of payment. (b) Subject to the provisos of this sentence (and related provisions thereto) and other than (x) the Seller’s and the Company’s rights under, including in connection with the Seller’s and the Company’s enforcement of, the Confidentiality Agreement, (y) the Seller’s and the Company’s right to enforce the payment of the Reimbursement Obligations, and (z) any remedy available to Seller expressly provided for in Section 11.10 or under the Equity Commitment Letter prior to the occurrence valid termination of this Agreement, the right to receive the Termination Fee and any interest accrued thereon in accordance with Section 10.03(a), in each case if and when due pursuant to Section 10.03(a) and the Guarantee shall be the sole and exclusive remedy of the Seller, the Company and their respective Affiliates or any Person claiming by or through any of them against the Purchaser Related Parties or any Debt Financing Sources for any and all losses suffered or incurred by any of the foregoing Persons arising out of, relating to or in connection with this Agreement, any agreement or certificate delivered pursuant to this Agreement and the Transactions (including the failure of the Closing to occur and the abandonment or termination of this Agreement and the Transactions), or any other matter forming the basis for such termination, and none of the Seller, the Company or any of their respective Affiliates shall bring or permit any Person claiming by or through any of them to bring any Action filed with or brought in (as applicable) any court of competent jurisdiction against any Purchaser Related Party or Debt Financing Source arising out of, relating to or in connection with this Agreement, any agreement or certificate delivered pursuant to this Agreement, and the Transactions (including the failure of the Closing to occur and the abandonment or termination of this Agreement and the Transactions) or any representations, covenants or agreements made or alleged to be made in connection herewith or therewith, it being understood by the Parties that no Person shall have any rights or claims against any Purchaser Related Party or Debt Financing Source arising out of, relating to, or in connection with this Agreement, any agreement or certificate delivered pursuant to this Agreement, and the Transactions (or the abandonment or termination thereof), or in respect of any representations, covenants or agreements made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, or any matter forming the basis for such termination (whether willfully, intentionally, unintentionally or otherwise), and none of the Purchaser Related Parties or Debt Financing Sources shall have any further liability or obligation arising out of, relating to or in connection with this Agreement, any agreement or certificate delivered pursuant to this Agreement and the Transactions (or the abandonment or termination thereof) or in respect of any representations, covenants or agreements made or alleged to be made in connection herewith or therewith. Notwithstanding anything herein to the contrary, in no event shall the Seller, the Company or their respective Affiliates be entitled to seek or obtain any recovery or judgment or monetary damages against any of the Purchaser Related Parties or the Debt Financing Sources or any of their respective assets, other than payment of the Termination Fee Eventand any interest accrued thereon in accordance with Section 10.03(a) against the Purchaser, the Agreement has validly been terminated solely in each case if and when due pursuant to Section 9.1 10.03(a) (other than for Fraud in the event that the Termination Fee is not paid when due in accordance with Section 10.03(a)), and in no event shall the Seller, the Company or their respective Affiliates be entitled to seek or obtain any other damages of any kind against any of the Purchaser Related Parties or Debt Financing Sources, including with respect to this Agreement or the Transactions, any breach of this Agreement by the Purchaser, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure; provided, however, that the foregoing shall not limit the right of the Seller or the Company to seek specific performance of this Agreement pursuant to, and WinStar subject to the limitations in, this Agreement (including Section 10.03(d) and Section 11.10) prior to the termination of this Agreement or pursuant limit any claim by Seller for Fraud in the event that the Termination Fee is not paid when due in accordance with Section 10.03(a). (c) The Parties acknowledge and agree that (i) in no event shall Purchaser be required to Section 9.3(apay (a) the Termination Fee on more than one occasion or (b) by any monetary damages other than the CompanyTermination Fee and any interest accrued thereon in accordance with Section 10.03(a), in each case if and when due in accordance with Section 10.03(a) (other than for Fraud in the event that the Termination Fee is not paid when due in accordance with Section 10.03(a)) and (ii) any payment of the Termination Fee and any interest accrued thereon in accordance with Section 10.03(a) is not a penalty but is liquidated damages in a reasonable amount that will compensate the Seller and the Company in the circumstances in which such fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. (d) Notwithstanding anything to the contrary set forth herein, while the Seller and/or the Company may seek specific performance pursuant to, and subject to the provisions Section 11.10, and the payment of the Termination Fee and any interest accrued thereon in accordance with Section 10.03(a), in each case, if and when due in accordance with Section 10.03(a), under no circumstances shall it be permitted or entitled to receive both (i) a grant of specific performance to cause the Closing to occur, on the one hand, and (ii) A "payment of the Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of monetary damages, on the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")hand. (iiie) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order Each of the Bankruptcy Court. Sellers' obligation to pay Parties acknowledges that the Termination Fee shall constitute agreements contained in this Section 10.03 are an administrative expense of Sellers under sections 503(b) and 507(a)(1) integral part of the Bankruptcy CodeTransactions and that, without these agreements, the Parties would not enter into this Agreement. The Debt Financing Sources shall be intended third party beneficiaries of this Section 10.03, each of whom may enforce the provisions of this Section 10.03 (subject to Section 11.10).

Termination Fee. (i) Sellers agree As consideration for Lessee's agreement to ---------------- terminate the Lease and acknowledge that Purchaserfor Lessee's vacating and WinStar's negotiation surrendering the Premises in a timely manner and execution as required hereunder and fulfilling all of the Agreement have resulted from Termination Conditions, Lessor will pay to Lessee a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that sum (the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee")) calculated as set forth herein, payable as follows: (i) the sum of One Hundred Thousand Dollars ($100,000.00) within ten (10) days after the full execution and delivery of this Agreement; provided(ii) the additional sum of One Hundred Thousand Dollars ($100,000.00) on or before the later of (a) May 31, 2001, or (b) ten (10) days after the vacation and surrender of Phase I in accordance with this Agreement; and (iii) in the event that no new lessee shall be found for Phase IIA on the Sellers terms set forth above who shall begin paying rent for Phase IIA on or before January 1, 2002, then Lessor shall pay to Lessee within ten (10) days after the end of each of January, February and March of the calendar year 2002, the sum of Twenty-five Thousand Dollars ($25,000) for each of those months for which no such new lessee shall have been found or shall be paying rent; provided that if Lessee subleases Phase IIA at any time prior to January 1, 2002, then Lessee shall not be obligated to pay the Termination Fee if, prior entitled to the occurrence portion of the Termination Fee Eventset forth in this Paragraph 4(iii); provided further, however, that if Lessee shall file for bankruptcy protection or if there shall occur any other Lessee Default or Breach beyond any applicable cure period set forth in the Lease, then Lessor may terminate this Agreement has validly been terminated solely pursuant and reinstate the Lease as to Section 9.1 by the Company entire Premises prior to the Phase I Termination Date and WinStar surrender of Phase I, and as to the entire Phase II following the Phase I Termination Date (in which event the Lease shall remain in full force and effect with respect to the applicable Phase or pursuant Phases of the Premises, and Lessor shall have no further obligation to Section 9.3(amake any remaining unpaid payments of the Termination Fee) or (b) by Lessor may consider the Company. (ii) A "Termination Fee Event" is the occurrence of any Lease terminated as to Phase I as of the following: (A) The termination of this Agreement pursuant Phase I Termination Date, and as to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because Phase II as of the non-fulfillment of any Phase II Termination Date selected by Lessor within the date range set forth in Paragraph 2.C. above, subject to Lessor's payment of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material applicable portion of the Business Termination Fee (less any and all damages, costs, expenses or of an equity interest in liabilities incurred by Lessor due to any of the Sellers, or failure by Lessee to satisfy any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"Termination Condition as and when required hereunder). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) If (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value is terminated pursuant to Sellers. ThereforeSection 10.1(b) (solely in the event the applicable Governmental Order, if a Termination Fee Event (as defined in subsection Law or other action permanently restraining, enjoining or prohibiting or otherwise making unlawful the transactions contemplated by this Agreement arises under or is issued pursuant to Antitrust Laws) or Section 10.1(c) and (ii) belowon the date of such termination all of the conditions to closing set forth in Article IX are satisfied or duly waived (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing), other than the conditions set forth in Section 9.1(a) occursor Section 9.1(b) (with respect to Section 9.1(b), solely with respect to Governmental Orders or Laws arising under or issued pursuant to Antitrust Laws), then Acquiror shall pay an amount in addition cash equal to $894,250,000 (the “Termination Fee”) to the Expense Reimbursement payable Company (or as otherwise directed by the Holder Representative) within two (2) Business Days after such termination. (b) If Acquiror fails to Purchaser and WinStar promptly pay the amount due pursuant to this Section 9.7(a10.2(a), the Sellers Acquiror shall pay $2.5 million to the Purchaser Company (or as a termination fee otherwise directed by the Holder Representative) the Company’s and the Holder Representatives’ reasonable and documented fees, costs and expenses ("Termination Fee"including reasonable and documented attorney’s fees and expenses and disbursements) incurred in connection with seeking payment of the amount due pursuant to this Section 10.2 from Acquiror (including with respect to any Action commenced by the Company); provided, that together with interest on the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence amount of the Termination Fee Eventat an interest rate per annum equal to the prime rate in effect on the date hereof (as published in the Wall Street Journal, Eastern Edition), from the Agreement has validly been terminated solely pursuant to Section 9.1 by date the Company and WinStar or pursuant to Section 9.3(a) or (b) by payment of the CompanyTermination Fee is due through the date such payment in full is actually received. (iic) A "Termination Fee Event" is The Company, Acquiror and Merger Sub acknowledge that the occurrence of any agreements contained in this Section 10.2 are an integral part of the following: (A) The termination of transactions contemplated by this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because and that without these agreements, the Company would not enter into this Agreement. Each of the non-fulfillment parties hereto acknowledges that the payment by Acquiror of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with is not a penalty, but constitutes liquidated damages. Acquiror and Merger Sub hereby acknowledge and agree that nothing in this Section 10.2 (including the occurrence of a Termination Fee Event without further order payment of the Bankruptcy Court. Sellers' obligation to pay Termination Fee) shall limit the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy CodeCompany’s rights set forth in Section 10.3.

Termination Fee. (a) If Sellers terminate this Agreement pursuant to and in accordance with Section 10.01(d) or Section 10.01(e), then Purchaser shall pay or cause to be paid to Sellers to an account and in such proportion designated by NRGWG (on behalf of Sellers) at least two (2) Business Days prior to the date of payment, by wire transfer of immediately available funds within five (5) Business Days following the date of termination, an aggregate amount equal to $24,900,000 (the “Termination Fee”). Upon termination of this Agreement by Sellers pursuant to and in accordance with Section 10.01(d) or Section 10.01(e), Sellers’ right to receive the Termination Fee shall be the sole and exclusive remedy of Sellers and their Affiliates against Purchaser and its Affiliates, Financing Sources and Representatives, and its and their respective Related Persons (including Purchaser Guarantor) (collectively, the “Purchaser Parties”) for any Losses suffered as a result of any breach of or failure to perform under this Agreement (including any inaccuracy or breach of any representation, warranty, covenant, condition, agreement or obligation of Purchaser under this Agreement) or of the failure of the Closing to be consummated, or otherwise in connection with the transactions contemplated by this Agreement, and other than payment of such amount (as long as the Closing is not consummated), none of the Purchaser Parties shall have any Liability or obligations arising out of or relating to this Agreement or the transactions contemplated hereby, except for any obligation of Platinum Equity Advisors, LLC under the Confidentiality Agreement. Notwithstanding the foregoing, Sellers shall be permitted to seek both specific performance under Section 11.09 and payment of the Termination Fee; provided, however, in no event shall Sellers be entitled both to receive the Termination Fee and to a grant of specific performance under Section 11.09. Notwithstanding anything in this Agreement to the contrary, under no circumstances (as long as the Closing does not occur) will Sellers and their respective Related Persons, in the aggregate, be entitled to (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution monetary damages or other Losses in excess of (or, where the Termination Fee is payable, other than) the amount of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStarTermination Fee, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection or (ii) belowmonetary damages, Losses or other recourse of any kind (including the Termination Fee) occursfrom any Purchaser Party other than Purchaser and, in addition solely to the Expense Reimbursement payable to extent set forth in the Limited Guarantee, Purchaser Guarantor. (b) The Parties acknowledge and WinStar pursuant to agree that the agreements contained in this Section 9.7(a)10.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Sellers shall pay $2.5 million to Parties would not enter into this Agreement. Each of the Purchaser as a termination fee ("Termination Fee"); provided, Parties further acknowledges on behalf of itself and its Affiliates that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence payment of the Termination Fee Eventis not a penalty but is liquidated damages in a reasonable amount that will compensate Sellers and their Affiliates in the circumstances in which such fee is payable, for the efforts and resources expended and the opportunities foregone while negotiating this Agreement has validly been terminated solely pursuant to Section 9.1 by and in reliance on this Agreement and on the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any expectation of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because consummation of the non-fulfillment of any of the conditions specified in Section 8.3(c)transactions contemplated hereby, (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")amount would otherwise be impossible to calculate with precision. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of If this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar is terminated pursuant to Section 9.7(a7.1(c), the Sellers then Parent shall pay $2.5 million for the benefit of the Applicable Shareholders the Breach Termination Fee, such payment to be made to the Purchaser as a Applicable Shareholders in immediately available funds within two (2) Business Days of the termination fee ("of this Agreement. If this Agreement is terminated pursuant to Section 7.1(b) or 7.1(e), then Parent shall pay for the benefit of the Applicable Shareholders the Regulatory Termination Fee"), such payment to be made to the Applicable Shareholders in immediately available funds within two (2) Business Days of the termination of this Agreement; provided, however, that if at the time of such termination, the Sponsor Sellers were entitled to terminate this Agreement pursuant to Section 7.1(c) (without reference to any notice or cure periods therein) and the breach that would so entitle the Sponsor Sellers to so terminate has contributed directly to the cause of or resulted in such termination, then Parent shall pay the Breach Termination Fee in lieu of the Regulatory Termination Fee. Notwithstanding the foregoing, in the event of a termination pursuant to Section 7.1(b) or 7.1(c), Parent shall not be obligated to pay the Breach Termination Fee ifor Regulatory Termination Fee in the event that at the time of such termination any of the conditions set forth in Sections 6.3(a), 6.3(b) or 6.3(c) were not satisfied (but, with respect to Section 6.3, in each case, substituting “the date of termination” for “as of or prior to the occurrence Closing” in such Sections) and such failure to be so satisfied has been the cause of or resulted in the termination; provided, further, however, that in no event shall Parent be required to pay the Breach Termination Fee Event, or Regulatory Termination Fee on more than one occasion or be required to pay both the Agreement has validly been terminated solely Breach Termination Fee and the Regulatory Termination Fee. If a Regulatory Termination Fee is paid by Parent pursuant to Section 9.1 7.13, and at the time of such payment and the associated termination of this Agreement in accordance with this Article VII, circumstances do not exist that would entitle the Company or the Sellers to receive the Breach Termination Fee, then the sole remedy of the Company and the Sellers hereunder in respect of such termination is the Regulatory Termination Fee. Buyer and Parent agree that if this Agreement is terminated for any reason (x) no Seller shall be liable to Buyer or Parent for any damages or other remedies in respect of any breach by any Seller or by the Company, and neither Buyer nor Parent shall seek any damages or remedies from any Seller in respect thereof, (y) Buyer and Parent shall look only to the Company for any damages or other remedies in respect of any breach by any Seller or by the Company and WinStar (z) the Company’s aggregate liability to Buyer and Parent in respect of any breach by the Company or pursuant any Seller shall in no event exceed the Breach Termination Fee. The Company agrees that in the circumstances described in the preceding sentence it will be liable for the damages or remedies referred to Section 9.3(ain the preceding sentence, to the extent of such damages or remedies but subject to clause (z) or of such preceding sentence. (b) In the event that the Breach Termination Fee or Regulatory Termination Fee is payable, it shall be paid by wire transfer as directed by the CompanySponsor Seller Authorizing Entities and shall be grossed up for withholding Tax if any (and any Tax imposed by a jurisdiction other than (i) a jurisdiction in which the taxpayer-recipient of such payment is tax resident and (ii) any other jurisdiction where the taxpayer-recipient has any present or former connection constituting a taxable presence and forming the basis for such Tax (except for a connection arising solely as a result of the transactions contemplated by this Agreement)) imposed in respect of the Breach Termination Fee or Regulatory Termination Fee such that the Sellers and their respective taxpayers-recipients receive and retain an amount equal to the amount they would have received and retained had no such Tax been imposed. On or prior to the receipt of any Breach Termination Fee or Regulatory Termination Fee, the Sponsor Seller Authorizing Entities shall, and the Company shall at the direction of the Sponsor Seller Authorizing Entities, adopt such reasonable policies and procedures and take such further action as is reasonably required or appropriate to cause such Breach Termination Fee or Regulatory Termination Fee to be distributed in accordance with this Section 7.3. Any decisions as to the allocation or distribution of the Breach Termination Fee or Regulatory Termination Fee shall be made in good faith by the Sponsor Seller Authorized Entities. (c) Any Breach Termination Fee or Regulatory Termination Fee payable shall upon receipt be distributed pro rata to (or on behalf of) the Applicable Shareholders, based on the total number of Shares owned by such Applicable Shareholders as of the date on which this Agreement is terminated (assuming for these purposes that all Restricted Shares have vested, and assuming that all Company Options have been vested and exercised; provided that (i) any amounts payable to or on behalf of holders of unvested Restricted Shares or on behalf of unvested Company Options shall, in lieu of being paid to such holders, be held by the Company in escrow for delivery to such holders upon vesting of such Restricted Shares or Company Options, as applicable, (ii) A "any amounts payable to or on behalf of holders of vested Company Options shall be paid upon such receipt of the Breach Termination Fee Event" is or Regulatory Termination Fee and (iii) in the occurrence of event any of unvested Restricted Shares or unvested Company Options are redeemed or cancelled prior to their vesting the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material applicable portion of the Business Breach Termination Fee or Regulatory Termination Fee which would otherwise have been payable to such holders shall be reallocated among all other Applicable Shareholders). To the extent required to give effect to the provisions of an equity interest in this Section 7.3, the Applicable Shareholders hereby designate the Company as their nominee and agent to receive, hold and distribute any portion of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Breach Termination Fee simultaneously with the occurrence of a or Regulatory Termination Fee Event without further order payable hereunder, and consent to all provisions of this Section 7.3; provided, however that the Bankruptcy Court. Sellers' obligation to pay the Company agrees that any Breach Termination Fee or Regulatory Termination Fee payable hereunder belongs to the Applicable Shareholders and the Company shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of not have any right to retain the Bankruptcy CodeBreach Termination Fee or Regulatory Termination Fee for its own account.

Termination Fee. (a) In the event that Seller terminates this Agreement pursuant to (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStarSection 10.01(d) or Section 10.01(f) or (ii) Section 10.01(e), and at the time of, or prior to, such termination Seller would have been entitled to terminate this Agreement pursuant to Section 10.01(d) or Section 10.01(f), Buyer shall promptly and in any event within two (2) Business Days of such termination, pay Seller a non-refundable termination fee, without offset or reduction of any kind, in an amount of $12,690,000 (the “Termination Fee”). Any Termination Fee payable pursuant to this Section 10.03(a) shall be paid by wire transfer of immediately available funds to one or more accounts specified by Seller in writing to Buyer. (b) Notwithstanding anything to the contrary in this Agreement, in the event that the negotiation and execution Termination Fee is paid pursuant to Section 10.03(a), Buyer shall not have any liability of any nature whatsoever to Seller with respect to any breach of this Agreement have provided value or the failure of the Closing to Sellers. Thereforeoccur, if a other than the liability of Buyer to pay (i) the Termination Fee Event (as defined in subsection accordance with Section 10.03(a) and (ii) below) occurs, in addition to the Expense Reimbursement any amounts payable to Purchaser and WinStar pursuant to under Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"5.19(f); provided, however, that the Sellers shall not be obligated if Buyer fails to pay the Termination Fee ifwhen due as determined by a final, prior non-appealable judgment of a court of competent jurisdiction, (A) Buyer shall additionally pay to Seller interest on the occurrence amount of the Termination Fee Event, from the Agreement has validly been terminated solely pursuant to Section 9.1 by date such judgment was entered until the Company date of payment at the rate of ten percent (10%) per annum and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution if, in order to obtain such payment, Seller commences an Action in a venue permitted by any Section 11.06 that results in a judgment against Buyer, Buyer shall reimburse Seller for its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Action to the extent awarded in a final judgment by a court of the Sellerscompetent jurisdiction in such Action; provided, that, if Buyer prevails in such Action or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay such court otherwise enters a final judgment that the Termination Fee simultaneously was not due and payable by Buyer, Seller shall reimburse Buyer for its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Action to the occurrence extent awarded in a final judgment by a court of a Termination Fee Event without further order of the Bankruptcy Courtcompetent jurisdiction in such Action. Sellers' obligation to pay Seller and Buyer acknowledge and agree that the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which the Termination Fee is payable for the efforts and 507(a)(1) resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the Bankruptcy Codeconsummation of the transactions contemplated by this Agreement, which amount would otherwise be uncertain and incapable of accurate determination.

Termination Fee. (a) In the event that: (i) Sellers agree (x) this Agreement is terminated pursuant to Section 10.01(c) (but only to the extent such failure by the Company or the Seller arises from a material and acknowledge that Purchaser's willful breach of Section 7.03) and WinStar's negotiation (y) after the date hereof and execution prior to the termination of this Agreement, an Acquisition Proposal is submitted or proposed to the Company, the Seller or the Trustee prior to, and not withdrawn at, the date of termination of this Agreement; (ii) (x) this Agreement is terminated pursuant to (A) Section 10.01(b)(i) and (1) as of the Agreement Outside Date, all of the conditions to the Closing (other than those conditions that by their nature are to be satisfied at the Closing) have resulted from a substantial investment been satisfied or waived, other than the condition set forth in Section 9.03(c) or the condition set forth in Section 9.03(d) and (2) the Buyer shall have given notice in writing to the Company and the Seller representing that (I) the Buyer is ready, willing and able to complete the Closing, subject to the continued satisfaction of management time and have required significant commitment all of financial the conditions to Closing (other than those conditions that by their nature are to be satisfied at the Closing (and other resources than the condition set forth in Section 9.03(c) or the condition set forth in Section 9.03(d)) on a specific date that complies with Section 3.01 and is prior to the Outside Date (such date, the “Notice Date”) and (II) the Buyer has cash on hand, the Buyer has cash that is (or will be) available from other funding sources or the Financing is (or will be) available from the Financing Sources, in any case, in an amount sufficient to consummate the Transactions on the Notice Date, assuming the condition set forth in Section 9.03(c) and the condition set forth in Section 9.03(d) had been satisfied or waived on the Notice Date and assuming the continued satisfaction of all of the other conditions to Closing on the Notice Date (other than those conditions that by Purchaser and WinStartheir nature will be satisfied at the Closing) (the termination right set forth in this Section 10.03(a)(ii)(x)(A), a “Qualifying Section 10.01(b)(i) Termination”) or (B) Section 10.01(e), and (y) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal, which (1) if consummated, would result in a third party acquiring directly or indirectly, one hundred percent (100%) of the issued and outstanding capital stock of the Company for cash, (2) is fully financed at the time such Acquisition Proposal is submitted to the Company or the Seller and (3) the purchase price proposed in connection with such Acquisition Proposal is for an amount in excess of the Purchase Price, is submitted or proposed to the Company, the Seller or the Trustee prior to, and not withdrawn at, the date of termination of this Agreement; and, in either case of clause (i) or (ii), the Company or the Seller enters into a definitive agreement with respect to any Acquisition Proposal within twelve (12) months after the date this Agreement is terminated, then the Company shall pay (or cause to be paid) by wire transfer of same day funds to the account(s) designated in writing by the Buyer, an amount equal to Fifty Million Dollars ($50,000,000) (the “Termination Fee”) upon the date such definitive agreement is entered into by the Company or the Seller; (iii) (x) this Agreement is terminated pursuant to a Qualifying Section 10.01(b)(i) Termination or Section 10.01(e), and (y) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal that does not meet the requirements described in Section 10.03(a)(ii)(y) is submitted or proposed to the Company, the Seller or the Trustee prior to, and not withdrawn at, the date of termination of this Agreement, then the Company shall pay (or cause to be paid) by wire transfer of same day funds to the account(s) designated in writing by the Buyer, an amount equal the Termination Fee immediately upon such termination; or (iv) this Agreement is terminated pursuant to a Qualifying Section 10.01(b)(i) Termination or Section 10.01(e) in any circumstance not described by Section 10.03(a)(ii) or Section 10.03(a)(iii), then the Company shall pay (or cause to be paid) by wire transfer of same day funds to the account(s) designated in writing by the Buyer, an amount equal to Forty Million Dollars ($40,000,000) (the “Alternative Termination Fee” and, together with the Termination Fee, the “Company Termination Fees”) immediately upon such termination. In the case of clauses (i), (ii), (iii) or (iv), it being understood that in no event shall the Company be required to pay any Company Termination Fee on more than one occasion. (b) The Parties acknowledge (x) that the negotiation agreement contained in this Section 10.03 is an integral part of this Agreement, (y) that the Termination Fee and execution the Alternative Termination Fee are not a penalty, but shall be considered liquidated damages, in a reasonable amount that will compensate the Buyer in the circumstances in which such Termination Fee or the Alternative Termination Fee, as applicable, is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision and (z) that, without this Section 10.03, the Buyer would not have entered into this Agreement. Except as otherwise provided in this Section 10.03, in the event that this Agreement is terminated under circumstances where either the Termination Fee or the Alternative Termination Fee is payable pursuant to this Section 10.03, the payment of the Termination Fee or the Alternative Termination Fee, as applicable, shall be the sole and exclusive remedy of the Buyer against the Company and the Seller, and any of their respective former, current or future stockholders, directors, officers, Affiliates or Representatives for all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered as a result of the failure of the Transactions to be consummated, and upon payment of such amounts, none of the Company, the Seller, or any of their respective former, current or future stockholders, directors, officers, Affiliates or Representatives shall have any further liability, loss, damage, claim, cost, expense, interest, award, judgment or penalty relating to or arising out of this Agreement have or the Transactions; provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to that regardless of whether the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be Seller pays or is obligated to pay the Termination Fee ifor the Alternative Termination Fee, prior to nothing in this Section 10.03(b) shall release the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company Seller from liability for a willful and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination material breach of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")Agreement. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) In the event that this Agreement is terminated by the Seller pursuant to (i) Sellers agree ‎Section 9.01(c) (at a time when this Agreement is terminable by the Seller pursuant to ‎Section 9.01(d)) or (ii) ‎Section 9.01(d), then the Buyer shall, promptly and acknowledge in any event within fifteen (15) Business Days of such termination, pay Seller a non-refundable termination fee, without offset or reduction of any kind, in an amount of $75,750,000 (the “Buyer Termination Fee”), it being understood that, notwithstanding anything to the contrary, in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion, or both the Buyer Termination Fee and other damages (other than Recovery Costs). Any amount that Purchaser's and WinStar's negotiation and execution becomes payable pursuant to this Section 9.03(a) shall be paid by wire transfer of immediately available funds to an account or accounts that have been designated by the Seller. (b) In the event that the Buyer Termination Fee is paid in accordance with Section 9.03(a), none of the Agreement Buyer nor any of its Affiliates (or any of their respective Non-Party Affiliates) shall have resulted any further Liability of any nature whatsoever with respect to or arising out of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby (or any breach or termination thereof or the failure of the Closing to occur thereunder). If the Buyer fails to pay the Buyer Termination Fee when due if, in order to obtain such payment, the Seller commences an Action that results in a final and non-appealable judgment against the Buyer, the Buyer shall reimburse the Seller for its reasonable and documented, out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Action, plus interest thereon accruing from the date such cost or expense is incurred by the Seller at a substantial investment rate of management time six percent (6%) per annum; provided, further, that such reimbursement shall in no event exceed $3,500,000 (the “Recovery Costs”). Notwithstanding anything to the contrary in this Agreement, subject to Section 9.02 and have required significant commitment of financial Section 10.11, Seller’s right to receive the Buyer Termination Fee pursuant to Section 9.03(a) and the Recovery Costs pursuant to this Section 9.03(b) shall be the sole and exclusive remedy, whether in any individual, corporate or any other resources by Purchaser capacity, with respect to any and WinStar, and that all claims relating (directly or indirectly) to the negotiation and execution subject matter of this Agreement have provided value or the transactions contemplated hereby, regardless of the legal theory under which such Liability or obligation may be sought to Sellers. Thereforebe imposed, if whether sounding in contract or tort, or whether at law or in equity, of the Seller Parties and any of their Affiliates (or any of their respective Non-Party Affiliates), for any Liabilities suffered or incurred by them as a result of any breach (whether willful, intentional, unintentional or otherwise, including any Willful Breach) of any representation, warranty, covenant or agreement in this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, including the Debt Financing, against Buyer, the Limited Guarantors, the Debt Financing Sources or any of their respective Non-Party Affiliates or the failure (whether willful, intentional, unintentional or otherwise) of the transactions contemplated hereby to be consummated and, upon payment of the Buyer Termination Fee Event (as defined and any applicable Recovery Costs pursuant to this Agreement, none of the Seller or its Affiliates shall bring or permit any of their respective Non-Party Affiliates to bring any Action in subsection (ii) below) occursconnection with any such failure of the transactions contemplated hereby to be consummated. Notwithstanding anything in this Agreement to the contrary, in addition no event shall any Seller Party or any other Person be entitled to seek or obtain (or shall Buyer or any of its Affiliates or Non-Party Affiliates be required to pay) any recovery or judgment in excess of the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Buyer Termination Fee"); provided, that together with any Recovery Costs, against Buyer, its Affiliates or any of their respective Non-Party Affiliates or assets. Notwithstanding the Sellers foregoing, nothing in this Section 9.03 shall not be obligated to pay in any way limit or modify the Termination Fee if, prior to the occurrence rights of the Termination Fee Event, Buyer and its Affiliates under the Agreement has validly been terminated solely pursuant to Section 9.1 by Debt Commitment Letter or the Company and WinStar or pursuant to Section 9.3(a) or (b) by obligations of the CompanyDebt Financing Sources under the Debt Commitment Letter. (iic) A "The Seller and the Buyer acknowledge and agree that the Buyer Termination Fee Event" is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller in the occurrence of any circumstances in which the Buyer Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the following:consummation of the transactions contemplated by this Agreement, which amount would otherwise be uncertain and incapable of accurate determination. (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or The Seller and the Buyer acknowledge and agree that the agreements contained in this Section 9.4 (except for Section 9.4(e) or solely because 9.03 are an integral part of the non-fulfillment of any of transactions contemplated by this Agreement, and that, without these agreements, neither the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of Buyer nor the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")Seller would enter into this Agreement. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) If (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution all of the Agreement conditions to Closing contained in ARTICLE VII have resulted from a substantial investment been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to such conditions being capable of management time and have required significant commitment of financial and being satisfied) other resources by Purchaser and WinStarthan the condition set forth in Section 7.2(m), and that the negotiation and execution of this Agreement have provided value is terminated by Buyer or Sellers Representative pursuant to Sellers. ThereforeSection 8.2(a), if a or (ii) this Agreement is terminated by Buyer pursuant to Section 8.4(c), then Buyer shall pay to Seller the Termination Fee Event Fee. (b) If (i) (A) all of the conditions to Closing (as defined in subsection the TOMPC Purchase Agreement) contained in Article VII of the TOMPC Purchase Agreement have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing (as defined in the TOMPC Purchase Agreement), but subject to such conditions being capable of being satisfied) other than the condition set forth in Section 7.2(k) of the TOMPC Purchase Agreement, and the TOMPC Purchase Agreement is terminated by Buyer or Seller (each as defined in the TOMPC Purchase Agreement) pursuant to Section 8.2(a) of the TOMPC Purchase Agreement, or (B) the TOMPC Purchase Agreement is terminated by Buyer (as defined in the TOMPC Purchase Agreement) pursuant to Section 8.4(c) of the TOMPC Purchase Agreement, and (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar this Agreement is terminated pursuant to Section 9.7(a)8.5, the Sellers then Buyer shall pay $2.5 million to Seller the Purchaser as a termination fee ("Termination Fee"); provided. (c) In no event shall Seller be entitled to receive, that the Sellers shall not or Buyer be obligated to pay the Termination Fee ifpay, prior to the occurrence more than one payment of the Termination Fee Event, in connection with the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Companytermination of this Agreement. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) In the event that Seller or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers its designee shall pay the Termination Fee simultaneously with the occurrence receive full payment of a Termination Fee Event without further order pursuant to Section 8.7(a), the receipt of the Bankruptcy Court. Sellers' obligation to pay the such Termination Fee shall constitute an administrative expense be deemed to be Buyer’s sole liability and entire obligation and Members’ and Seller’s exclusive remedy for any and all losses or damages suffered or incurred by Seller, the Members, any of Sellers under sections 503(btheir respective Affiliates or any other Person in connection with this Agreement and the TOMPC Purchase Agreement (and the termination hereof and thereof), the Transactions and the “Transactions” (as defined in the TOMPC Purchase Agreement) (and 507(a)(1the abandonment thereof) or any matter forming the basis for such terminations, and none of Seller, either Member, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Buyer or any of its Affiliates or representatives arising out of or in connection with this Agreement, the Bankruptcy CodeTOMPC Agreement, the Transactions, the “Transactions” (as defined in the TOMPC Purchase Agreement) or any matters forming the basis of such terminations, all of which claims, actions or proceedings are hereby waived.

Termination Fee. (a) In the event that this Agreement is validly terminated pursuant to: (i) Sellers agree (A) Section 9.1(b) and acknowledge that Purchaser's and WinStar's negotiation and execution at the time of such termination any condition set forth in Section 8.1(a) or Section 8.1(b) (if the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that Restraint arises under an Antitrust Law or Foreign Investment Law) was not satisfied) or (B) Section 9.1(c) (if the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"Law or Order arises under an Antitrust Law or Foreign Investment Law); providedprovided that, as of such time all other conditions set forth in Section 8.1 and Section 8.2 have been satisfied or waived (other than (x) any such conditions that the Sellers shall not by their nature are to be obligated to pay the Termination Fee if, satisfied at or immediately prior to the occurrence Closing and (y) the portions of the Termination Fee Eventcondition set forth in Section 8.2(e) that are contemplated by their terms to be satisfied immediately prior to the Closing, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any in each case, which conditions were, as of the following: (A) The termination time of this Agreement pursuant such termination, capable of being satisfied if the Closing were to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellersoccur at such time); or (Bii) The execution Section 9.1(e) or Section 9.1(f); then, Buyer shall promptly, within five (5) Business Days after the date of such termination, pay or cause to be paid to Seller an amount equal to $136,500,000 (the “Buyer Termination Fee”) by any wire transfer of immediately available funds (it being understood that in no event shall Buyer be required to pay the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other Buyer Termination Fee on more than the Purchaser (an "Alternative Transaction"one occasion). (iiib) Sellers If Buyer fails to pay when due any amount payable by Buyer under this Section 9.3, then: (i) Buyer shall reimburse Seller for all costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Seller of its rights under this Section 9.3 and (ii) Buyer shall pay to Seller interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid through the date such overdue amount is actually paid to Seller in full) at a rate per annum equal to the “prime rate” (as published by the Wall Street Journal or any successor thereto) in effect on the date such overdue amount was originally required to be paid. Notwithstanding anything in this Agreement to the contrary, other than Seller’s right to seek specific performance as and only to the extent expressly permitted by Section 11.10, Seller’s right to terminate this Agreement in circumstances where the Buyer Termination Fee simultaneously with is payable, and Seller’s receipt of the occurrence of a Buyer Termination Fee Event without further order pursuant to this Section 9.3, shall be the sole and exclusive remedy of Seller and the Seller Parties against Buyer any of its Affiliates and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents (the “Buyer Related Parties”) and any Lender Related Party for any Losses suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Bankruptcy Courttransactions contemplated hereby to be consummated, and upon payment of such amounts, none of the Buyer Related Parties or the Lender Related Parties shall have any further Liability relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except, that Buyer shall remain obligated for, and Seller and the Seller Parties shall be entitled to, any and all remedies with respect to any payment or reimbursement obligations of Buyer pursuant to Section 11.1, the first sentence of this Section 9.3(b) and the indemnification, reimbursement and expense obligations of Buyer contained in Section 5.12(b)), in each case, subject to the Buyer Liability Limitation (as defined below); provided that Seller shall not be entitled to receive both an award of specific performance to cause the Closing to occur and payment of the Buyer Termination Fee. Sellers' obligation Notwithstanding anything in this Agreement to pay the contrary, (i) if Buyer makes (or causes to be made) any payment under this Agreement and Seller is thereafter entitled to receive the Buyer Termination Fee in accordance with Section 9.3(a), then the amount of such Buyer Termination Fee shall constitute an administrative expense be reduced by the aggregate amount of Sellers under sections 503(bany such payments, (ii) and 507(a)(1) the maximum aggregate Liability of the Bankruptcy CodeBuyer Related Parties in connection with this Agreement (including payment of the Buyer Termination Fee, if applicable) shall be limited to $137,500,000 (the “Buyer Liability Limitation”), and none of the Seller Parties nor any of their Affiliates or Representatives shall seek or obtain, nor shall they permit any of their Representatives or any other Person on their behalf to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or award or any monetary damages of any kind, in the aggregate, in excess of the Buyer Liability Limitation against the Buyer Related Parties, collectively, and (iii) Buyer may elect to consummate the Closing within five (5) Business Days after receipt of written notice of termination pursuant to Section 9.1(f) in lieu of paying any monetary damages (including all or any portion of the Buyer Termination Fee), provided that if Buyer does not consummate in accordance with the terms of this Agreement the Closing within such five (5) Business Day period, Buyer’s election shall be of no further force or effect and this Agreement shall be automatically terminated in accordance with its terms.

Termination Fee. (ia) Sellers agree and acknowledge In the event that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar is terminated pursuant to Section 9.7(a)13.1(c) then, within five (5) Business Days, the Sellers Acquirees, collectively, shall pay or cause to be paid to Parent, by wire transfer of immediately available funds, the sum of $2.5 million to 200,000 (the Purchaser as a termination fee ("“Termination Fee"”); provided, it being understood and agreed that the Sellers in no event shall not any Acquiree be obligated required to pay the Termination Fee ifon more than one occasion. No termination fee shall be paid if (i) the CMA is not approved by FINRA or FINRA requests that Glendale and WDCO withdraw the CMA, prior (ii) if post-merger operating restrictions are imposed that are materially substantive to the occurrence intended operations post CMA, or (iii) if Parent is unable to fund pursuant to Article I herein, or (iv) if WDCO or Glendale file a Broker Dealer Withdrawal from FINRA. In the event that this Agreement is terminated by R▇▇▇ pursuant to Section 13.1(d), then Parent shall pay, within five (5) Business Days thereof, by wire transfer of immediately available funds, the Termination Fee Eventto R▇▇▇, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified it being understood that in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers no event shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation Parent be required to pay the Termination Fee on more than one occasion; provided further, if Parent pays the Termination Fee then none of the Acquirees or Holders shall have any further rights against Parent or DPWF hereunder. (b) To the extent that Parent receives the Termination Fee, or R▇▇▇ receives the Termination Fee, pursuant to this Section 13.3, then (i) with respect to the Acquirees, (A) such Termination Fee shall constitute an administrative expense the exclusive remedy of Sellers under sections 503(b) Parent and 507(a)(1) DPWF against R▇▇▇ or any of the Bankruptcy Codeother Acquirees and their respective Subsidiaries, shareholders, directors, officers, employees, agents, Affiliates and assignees (the Acquirees, their Subsidiaries and such other Persons being referred to collectively in this Agreement as the “Acquiree Related Parties”) for any damages suffered as a result of the failure of the Transactions to be consummated, and (B) upon payment of such amount, none of the Acquiree Related Parties shall have any further liability arising out of this Agreement or the Transactions, and (ii) with respect to the Parent and DPWF (A) such Termination Fee shall constitute the exclusive remedy of each of the Acquirees and Holders against the Parent and DPWF and their respective shareholders, directors, officers, employees, agents, Affiliates and assignees (the Parent, DPWF and such other Persons being referred to collectively in this Agreement as the “Parent Related Parties”) for any damages suffered as a result of the breach of this Agreement of failure of the Transactions to be consummated, and (B) upon payment of such amount, none of the Parent Related Parties shall have any further obligation or liability arising out of or related to this Agreement or the Transactions. Each of the Acquirees acknowledges and agrees that the maximum liability of the Parent and the Parent Related Parties under this Agreement shall be limited to the amount of the Termination Fee. The Parties acknowledge that the Termination Fees are not a penalty, but rather are liquidated damages in a reasonable amount that will compensate Parent and DPWF or the Acquirees, as the case may be, in the circumstances in which such payments are payable. If the Parent or the Acquirees, as the case may be, fails to promptly pay the amount due pursuant to this Section 13.3, the Parent or R▇▇▇, as the case may be, shall reimburse the other party for interest on such amount or portion thereof at the prime rate of Citibank N.A. in effect on the date such payment was required to be made through the date of payment. (c) In no event shall a shareholder, director, officer or employee of any of the Parent, DPWF or any Acquiree, as the case may be, have any liability for the payment of a Termination Fee pursuant to this Agreement.

Termination Fee. (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution The Buyer shall pay (or cause to be paid) to the Seller by wire transfer of immediately available funds, within five (5) Business Days of the Agreement have resulted from date of termination, a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that cash fee equal to $17,500,000 (the negotiation and execution of “Termination Fee”) if the Seller terminates this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Sections 9.1(d)(i) or 9.1(d)(ii). (j) Other than as expressly permitted by Section 9.7(a)10.16, or in the case of fraud, the Sellers shall pay $2.5 million to Parties acknowledge and agree that if the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be Buyer becomes obligated to pay the Termination Fee ifand actually pays such amount, prior then (i) the right of the Seller to receive the occurrence Termination Fee constitutes liquidated damages (and not a penalty) with respect to any claim that the Seller would otherwise be able to assert against the Buyer or any of its Affiliates or their respective former, current or future equityholders, controlling persons, partners, directors, officers, employees, service providers, financing sources (including the Financing Parties and the Financing Parties Related Parties), advisors or representatives (collectively, the “Buyer Representatives”), (ii) the right of the Seller to receive the Termination Fee shall be the sole and exclusive remedy of the Seller with respect to any such termination of this Agreement, and (iii) the Seller shall not bring (or allow any of its Affiliates to bring) any cause of action against or otherwise seek remedies from, the Buyer or any of its Affiliates or the Buyer Representatives, whether at equity or in law, for breach of contract, in tort or otherwise, and any such claim is hereby fully waived, released and forever discharged. The payment of the Termination Fee Event, in the Agreement has validly been terminated solely pursuant to Section 9.1 circumstances specified herein is supported by due and sufficient consideration. The Parties acknowledge and agree that in no event will the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation Buyer be required to pay the Termination Fee shall constitute on more than one occasion. (k) Notwithstanding anything herein to the contrary, the parties further acknowledge and agree that, except for an administrative expense order of Sellers under sections 503(bspecific performance as and only to the extent expressly permitted by Section 10.16 or fraud, (i) the aggregate liability of Buyer, its Affiliates and 507(a)(1) the Buyer Representatives under, or related to, this Agreement prior to the Closing (whether or not this Agreement is terminated, and regardless of the Bankruptcy Codereason for any such termination) shall not exceed $17,500,000, and (ii) none of the Buyer, its Affiliates or any Buyer Representative shall have any liability under, or with respect to, this Agreement or the transactions contemplated herein except for Buyer’s liability under this Agreement and any Guarantor’s liability under the Guarantee to which it is a party (in each case, subject to the limitations on liability set forth therein). (l) The Parties hereto acknowledge that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties hereto would not otherwise enter into this Agreement. (m) As a point of clarity and notwithstanding anything herein to the contrary, in no event will the Seller be entitled to both specific performance pursuant to Section 10.16 and a Termination Fee.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a (%4) If an Applicable Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers Buyer shall pay $2.5 million to the Purchaser as Seller a non-refundable termination fee of $114,420,000 in cash by wire transfer of same-day funds ("the “Termination Fee"); provided, that the Sellers ”) within two Business Days following such termination. In no event shall not Buyer be obligated required to pay the Termination Fee ifon more than one occasion, prior whether or not the Termination Fee may be payable pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. If Buyer fails to timely pay all or any portion of the amount due pursuant to this Section 12.04, and, in order to obtain such payment, Seller commences a suit against Buyer and obtains a final judgment in Seller’s favor, then Buyer shall promptly pay to Seller its reasonable costs and expenses (including reasonable fees and expenses of attorneys, experts and consultants), and interest on the unpaid amount from the date such payment was required to be made until the date of payment at the Interest Rate (collectively, the “Recovery Costs”). If, in order to obtain such payment, Seller commences an Action against Buyer and does not obtain a final judgment in Seller’s favor, then Seller shall promptly pay to Buyer an amount equal to Buyer’s reasonable costs and expenses (including reasonable fees and expenses of attorneys, experts and consultants) relating to the occurrence defense of such Action, and interest on the unpaid amount from the date Buyer’s costs and expenses were incurred until the date of payment at the Interest Rate. (i) Notwithstanding anything to the contrary in this Agreement, except for any liability or obligation pursuant to Section 7.03(d), Section 7.14 or Section 8.17(e) (the “Retained Claims”), if the Termination Fee becomes payable in accordance with Section 12.04(a)(i), Buyer’s payment of the Termination Fee Eventand any Recovery Costs to Seller when required shall be deemed to be liquidated damages and Seller, its Affiliates’ and their respective Representatives’ sole and exclusive remedy for any and all Losses suffered or incurred by Seller, Seller’s Affiliates and their respective Representatives in connection with this Agreement, the Agreement has validly been terminated solely pursuant to Section 9.1 by Commitment Letters (and the Company termination thereof), the Limited Guarantees, the transactions contemplated hereby and WinStar thereby (and the abandonment or pursuant to Section 9.3(atermination thereof) or any matter forming the basis for such termination, and after Buyer’s payment of the Termination Fee and any Recovery Costs to Seller none of Seller, Seller’s Affiliates or their respective Representatives shall be entitled to seek or obtain any monetary damages of any kinds, including consequential, special, indirect or punitive damages, in excess of the Termination Fee and any Recovery Costs or bring or maintain any claim, action or proceeding against Buyer, Buyer’s Affiliates, the Investors (bincluding the parties to the Limited Guarantees) by or any of their respective Representatives arising out of or in connection with this Agreement, the CompanyCommitment Letters, the Limited Guarantees or any other document executed in connection herewith or therewith, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, in each case other than the Retained Claims. If the Termination Fee becomes payable in accordance with Section 12.04(a)(i), upon payment of the Termination Fee and any Recovery Costs, none of Buyer, Buyer’s Affiliates, the Investors (including the parties to the Limited Guarantees), or any of their respective Representatives shall have any further Liability or obligation arising out of or in connection with this Agreement, the Commitment Letters, the Limited Guarantees or any other document executed in connection herewith or therewith, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, except that Buyer, Buyer Parent, Buyer Parent GP and the Guarantors shall remain liable with respect to the Retained Claims. If the Termination Fee becomes payable in accordance with Section 12.04(a)(i), except for the Retained Claims, Seller shall cause any claim, action or proceeding described in the foregoing sentence to be dismissed with prejudice promptly, and in any event within five (5) Business Days, after receipt of the Termination Fee and any Recovery Costs. Except for the Retained Claims, (A) from and after termination of this Agreement under no circumstances will Seller be entitled to monetary damages in excess of the amount of the Termination Fee and any Recovery Costs and (B) while Seller may pursue both a grant of specific performance in accordance with Section 14.14 and the payment of the Termination Fee and any Recovery Costs under Section 12.04, under no circumstances shall Seller be permitted or entitled to receive both (x) a grant of specific performance to cause consummation of the transactions contemplated hereby following which the Closing occurs in accordance with this Agreement and (y) any portion of the Termination Fee. (ii) A "Termination Fee Event" If this Agreement is terminated in accordance with Section 12.01, under no circumstances will the occurrence aggregate monetary damages payable to Seller or Seller’s Affiliates by Buyer, Buyer Parent, Buyer Parent GP or any of their Affiliates for breaches under this Agreement, the Commitment Letters, the Limited Guarantees or any other document executed in connection herewith or therewith, any of the following: transactions contemplated hereby or thereby (Aor the abandonment or termination thereof) The or any matters forming the basis for such termination exceed an amount equal to the Termination Fee plus the Recovery Costs plus the Retained Claims in the aggregate for all such breaches. Subject to and without limiting or affecting Seller’s rights under the Limited Guarantees, if this Agreement is terminated in accordance with Section 12.01, in no event will any Buyer Related Party other than Buyer, Buyer Parent and Buyer Parent GP have any monetary liability to Seller or Seller’s Affiliates, and in no event will Seller or Seller’s Affiliates seek or obtain (or permit any of their Representatives to seek or obtain) any monetary recovery or monetary award against any Buyer Related Party other than Buyer, Buyer Parent and Buyer Parent GP, with respect to this Agreement, any other document executed in connection herewith, or any of the transactions contemplated hereby or thereby (including any breach by Buyer, Buyer Parent or Buyer Parent GP), the termination of this Agreement pursuant Agreement, the failure to Section 9.3(c) consummate the transactions contemplated hereby or (d) thereby or Section 9.4 (except for Section 9.4(e) any claims or solely because of the non-fulfillment actions under applicable Laws arising out of any of the conditions specified in Section 8.3(csuch breach, termination or failure). “Buyer Related Party” means Buyer, (e)Buyer Parent, (g)Buyer Parent GP and their respective current or future equityholders, (i)controlling persons, (j)directors, (k) officers, employees, general or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellerslimited partners, or any trustee in bankruptcy for any of the Sellersmembers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellersmanagers, or any business combination of any of the SellersAffiliates, involving any party other than the Purchaser (an "Alternative Transaction")representatives and agents. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) If this Agreement is validly terminated by the Representative pursuant to Section 8.01 (Termination) other than pursuant to Section 8.01(a) (the section referring to mutual written consent) and at such time of termination (i) Sellers agree the conditions to Closing set forth in Section 3.01 (Conditions to the Purchaser’s and acknowledge that Purchaser's and WinStar's negotiation and execution the Merger Sub’s Obligations) (other than those to be satisfied at the Closing itself, which shall be capable of satisfaction as of such date) shall have been satisfied as of the Agreement have resulted from a substantial investment date of management time and have required significant commitment of financial and other resources by Purchaser and WinStartermination, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, the Purchaser has failed to consummate the Closing in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to breach of Section 9.7(a2.01 (The Closing), (iii) the Sellers shall pay $2.5 million proceeds of the Debt Financing (or Alternative Financing) are not available to the Purchaser as a termination fee on the terms set forth in the Debt Commitment Letter on the date of termination, and ("Termination Fee"); provided, that iv) the Sellers shall Purchaser and Merger Sub are not be obligated to pay the Termination Fee if, prior to the occurrence otherwise in material breach of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or 5.08 (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (dFinancial Capacity) or Section 9.4 7.09 (except for Section 9.4(eFinancing) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), clauses (i), (jii), (kiii) and (iv) collectively, the “Specified Financing Failure Termination Event”), then the Purchaser shall pay to the Company a fee equal to the Financing Failure Termination Fee set forth on the Fee Schedule (the “Financing Failure Termination Fee”) within five (5) Business Days after such termination. The parties hereto acknowledge and agree that the agreement contained in this Section 8.02(a) is an integral part of the transactions contemplated hereby, that without this agreement the parties hereto would not have entered into this Agreement, and that any amount payable pursuant to this Section 8.02(a) does not constitute a penalty but shall constitute liquidated damages to compensate the Company and the Sellers. Payment of the Financing Failure Termination Fee shall be the Company’s sole and exclusive remedy against the Purchaser, Merger Sub and any of their respective former, current and future Affiliates, representatives, shareholders, members, managers, partners, successors and assigns (collectively, the “Purchaser Related Parties”) or (l) which non- fulfillment is not caused by any act lender participating in the Debt Financing and its Affiliates following a Specified Financing Failure Termination Event. Upon payment of the Financing Failure Termination Fee in accordance with the terms of this Agreement, none of the Company, any Company Subsidiary, the Representative, any Seller or omission any of Sellers); or (B) The execution by their Affiliates shall have any rights or claims against any of the SellersPurchaser Related Parties or any lender participating in the Debt Financing and its Affiliates relating to this Agreement, including under Section 8.04 (Specific Performance), or any trustee of the transactions contemplated hereby, or in bankruptcy for respect of any oral representations made or alleged to be made in connection herewith, whether at law or equity, in contract (including under the Limited Guaranty), in tort or otherwise, and none of the Purchaser Related Parties or any lender participating in the Debt Financing and its Affiliates shall have any further liability or obligation to the Company, any Company Subsidiary, the Representative, any Seller or any of their Affiliates relating to or arising out of this Agreement or any of the Sellers, of an agreement providing for the sale of all transactions contemplated hereby or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination respect of any of the Sellers, involving any party other than oral representations made or alleged to be made in connection herewith. The parties hereto acknowledge and agree that in no event shall the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation be required to pay the Financing Failure Termination Fee shall constitute an administrative expense of Sellers under sections 503(bon more than one (1) and 507(a)(1) of the Bankruptcy Codeoccasion.

Termination Fee. Notwithstanding Section 7.3 above: (a) In the event that there is a valid and effective termination of this Agreement by Purchaser pursuant to Section 7.1(h), then Purchaser shall pay to Seller a termination fee equal to (i) Sellers agree Five Hundred Thousand U.S. Dollars ($500,000) (“Break-up Fee”), plus (ii) the Expenses actually incurred by or on behalf of Seller or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Transactions, including any related SEC filings and acknowledge that Purchaser's and WinStar's negotiation and execution the Proxy Statement (“Seller Expenses”), plus (iii) the aggregate amount paid by Seller in connection with the purchase of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources Initial Shares (“Share Repurchase Fee”) (provided that to receive the Share Repurchase Fee, Seller will execute documentation prepared by Purchaser and WinStar, reasonably satisfactory to Seller and its counsel in connection with retuning the Initial Shares to Purchaser). (b) In the event that the negotiation there is a valid and execution effective termination of this Agreement have provided value by Seller pursuant to Sellers. ThereforeSection 7.1(d) or 7.1(g), if then Purchaser shall pay to Seller a Termination Fee Event termination fee equal to (as defined in subsection i) the Seller Expenses, plus (ii) belowthe Share Repurchase Fee; provided, however, that no termination fee shall be payable under this Section 7.4(b) occurs, in addition to as a result of a delisting of Purchaser’s securities from Nasdaq (and instead Section 7.4(d) below shall apply). (c) In the Expense Reimbursement payable to event that there is a valid and effective termination of this Agreement by Purchaser and WinStar pursuant to Section 9.7(a7.1(f), the Sellers then Purchaser shall pay $2.5 million to the Purchaser as Seller a termination fee equal to the Share Repurchase Fee. ("Termination Fee"d) In the event that there is a valid and effective termination of this Agreement by Seller pursuant to Section 7.1(i); , then Purchaser shall pay to Seller a termination fee equal to the Share Repurchase Fee minus the Covered Expenses. (e) Unless otherwise specified in the Demand Letter pursuant to Section 7.4(f), any termination fee payable to Seller under this Section 7.4 shall be paid by wire transfer of immediately available funds to an account designated in writing by Seller within five (5) Business Days after Seller delivers to Purchaser a written notice, which shall include the amount of the Seller Expenses, along with reasonable documentation in connection therewith. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where fees are payable pursuant to this Section 7.4, the payment of such fees shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which Seller would otherwise be entitled to assert 40 against the Purchaser or any of its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the Transactions and shall constitute the sole and exclusive remedy available to Seller, provided, that the Sellers foregoing shall not be obligated limit (x) Purchaser from Liability for any Fraud Claim relating to pay the Termination Fee if, events occurring prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (dy) the rights of Seller to seek specific performance or Section 9.4 (except for Section 9.4(e) or solely because other injunctive relief in lieu of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); orterminating this Agreement. (Bf) The execution by any of In the Sellersevent that termination fees are due and payable under this Section 7.4 and Purchaser does not have sufficient immediately available funds to pay such fees in full, or any trustee then at Seller’s option, Seller may demand in bankruptcy for any of writing (the Sellers, of an agreement providing for the sale of “Demand Letter”) that with respect to all or any material a portion of the Business due and payable termination fee set forth in the Demand Letter (the “Stock Amount”), Purchaser deliver to Seller, in lieu of cash, free and clear of any Liens (other than those imposed by Purchaser’s Organizational Documents or applicable securities Laws) such number of Purchaser Shares (the “New Shares”), with each New Share valued at an equity interest in any amount equal to 90% of the Sellers, or any business combination of any VWAP of the SellersPurchaser Shares for the twenty (20) trading days immediately before the date the Demand Letter is delivered to Purchaser, involving any party other than that the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order total value of the Bankruptcy Court. Sellers' obligation New Shares is equal to pay Stock Amount, provided that (a) such amount does not exceed the Termination Fee shall total amount otherwise payable under this Section 7.4, and (b) the number of New Shares will not constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) more than 19.99% of the Bankruptcy Codeissued and outstanding Purchaser Shares before the issuance of the New Shares. Any termination fees not satisfied by the issuance of New Shares or cash payment shall remain due and payable pursuant to the terms hereof.

Termination Fee. (a) In the event that (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of a Pre-Termination Takeover Proposal Event (as hereinafter defined) shall have occurred after the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution date of this Agreement have provided value and thereafter this Agreement is terminated by either PNC or Mercantile Bankshares pursuant to Sellers. ThereforeSection 8.1(c) or 8.1(f), if a Termination Fee Event (as defined in subsection and (ii) beloweither (A) occurs, in addition prior to the Expense Reimbursement payable date that is twelve (12) months after the date of such termination Mercantile Bankshares consummates an Alternative Transaction, Mercantile Bankshares shall, on the date an Alternative Transaction is consummated, pay PNC a fee equal to Purchaser $225 million by wire transfer of same day funds, or (B) (1) prior to the date that is twelve (12) months after the date of such termination Mercantile Bankshares enters into a definitive acquisition agreement related to any Alternative Transaction ("ACQUISITION AGREEMENT"), Mercantile Bankshares shall, on the date of entry into such Acquisition Agreement, pay PNC a fee equal to $75 million by wire transfer of same day funds, and WinStar (2) Mercantile Bankshares consummates an Alternative Transaction within eighteen months of the date of termination with the Person or any Affiliate of the Person party to such Acquisition Agreement, Mercantile Bankshares shall, on the date an Alternative Transaction is consummated, pay PNC a fee equal to $225 million by wire transfer of same day funds, less any fee paid pursuant to the preceding clause (B)(1). (b) In the event that this Agreement is terminated by PNC pursuant to Section 9.7(a8.1(e), the Sellers then Mercantile Bankshares shall pay PNC a fee equal to $2.5 225 million by wire transfer of same day funds on the date of termination. (c) For purposes of this Section 8.4, a "PRE-TERMINATION TAKEOVER PROPOSAL EVENT" shall be deemed to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee occur if, prior to the occurrence event giving rise to the right to terminate this Agreement, a bona fide Alternative Proposal shall have been made known to Mercantile Bankshares or any of its Subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an Alternative Proposal (the Termination Fee Eventterm Alternative Transaction, as used in the definition of Alternative Proposal for purposes of this Section 8.4, and as used in this Section 8.4, shall have the same meaning set forth in Section 6.11 except that the references to "more than 25%" and "at least 75%" shall be deemed to be references to "50% or more" and "a majority," respectively); (d) Notwithstanding anything to the contrary herein, the Agreement has validly been terminated solely pursuant to maximum aggregate amount of fees payable under this Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company8.4 shall be $225 million. (iie) A "Termination Fee Event" is Mercantile Bankshares acknowledges that the occurrence of any agreements contained in this Section 8.4 are an integral part of the following: (A) The termination of transactions contemplated by this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c)Agreement, (e)and that, (g)without these agreements, (i)PNC would not enter into this Agreement; accordingly, (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation if Mercantile Bankshares fails promptly to pay the Termination Fee amount due pursuant to this Section 8.4, and, in order to obtain such payment, PNC commences a suit which results in a judgment against Mercantile Bankshares for the fee set forth in this Section 8.4, Mercantile Bankshares shall constitute an administrative expense of Sellers under sections 503(bpay to PNC its costs and expenses (including attorneys' fees and expenses) and 507(a)(1) of the Bankruptcy Codein connection with such suit.

Termination Fee. (a) If this Agreement is terminated (i) Sellers agree by Buyer pursuant to Section 12.05(a) and acknowledge that Purchaser's and WinStar's negotiation and execution at the time of the Agreement termination there shall not have resulted from been a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection Cincinnati Voter Rejection or (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar by Seller pursuant to Section 9.7(a)12.05(c) and, at the Sellers time of such termination, all of the conditions set forth in Article X and Article XI have been satisfied other than Section 10.01 and Section 11.01 and conditions that by their nature are to be satisfied at the Closing, but that are capable of being satisfied if the Closing were to occur on the date of such termination, then in each such case Buyer shall pay $2.5 million to Seller, by wire transfer in immediately available funds to an account specified by Seller, an amount equal to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the . The Termination Fee if, prior to due under this Section 12.06 shall be paid on the occurrence second Business Day immediately following the date of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement as contemplated by this Section 12.06. (b) The parties each acknowledge that the agreements contained in this Section 12.06 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Seller would not have entered into this Agreement, and that any amounts payable pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because 12.06 do not constitute a penalty but constitute payment of liquidated damages and that such liquidated damages are reasonable in light of the substantial but indeterminate harm anticipated to be caused by Buyer’s failure to obtain the STB Order, the difficulty of proof of loss of damages, the inconvenience and non-fulfillment feasibility of any otherwise obtaining an adequate remedy, and the value of the conditions specified in transactions to be consummated thereunder. If Buyer does not pay any amount payable pursuant to this Section 8.3(c)12.06, (e)and Seller commences a suit to obtain such payment, (g), then (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee if such suit results in bankruptcy a judgment against Buyer for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously set forth in this Section 12.06 or any portion of such fee, Buyer shall pay to Seller Seller’s costs and expenses (including reasonable attorneys’ fees and expenses) in connection with the occurrence such suit, or (ii) if such suit results in a judgment in favor of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation Buyer, Seller shall pay to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(bBuyer Buyer’s costs and expenses (including reasonable attorneys’ fees and expenses) and 507(a)(1) of the Bankruptcy Codein connection with such suit.

Termination Fee. (a) If this Agreement is terminated by the Sellers (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser 8.1(c) as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence result of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment failure of any of the conditions specified set forth in Section 8.3(c7.2 and provided that all of the conditions to the Closing set forth in Section 7.1 and Section 7.3 have been satisfied (other than those which by their terms are not capable of being satisfied until the Closing Date), (e), ii) pursuant to Section 8.1(d) and all of the conditions to the Closing set forth in Section 7.1 and Section 7.3 have been satisfied (g), (i), (j), (kother than those which by their terms are not capable of being satisfied until the Closing Date) or (liii) which non- fulfillment is otherwise as a result of Buyer’s breach of its obligation to effect the Closing as required under Section 2.3 (including because of the failure to receive proceeds from the Financing or to have received any alternative financing), then Buyer shall pay, or cause to be paid, to the Sellers in accordance with their respective Pro Rata Percentage a fee in an amount equal to $9,500,000 (the “Buyer Termination Fee”) as liquidated damages, and the Sellers hereby agree to accept payment of such fee as their sole and exclusive remedy, in lieu of specific performance and all other claims and remedies that might otherwise be available with respect thereto, including elsewhere hereunder and notwithstanding any other provision of this Agreement. Such fee shall be paid in immediately available funds concurrently with the termination of this Agreement and, if not caused paid at such time, shall bear interest from the termination date to the date of such payment at a rate equal to the rate of interest from time to time announced publicly by Citibank NA as its prime rate, calculated on the basis of a year of 365 days and the number of days elapsed. If Buyer fails to pay timely any act or omission of Sellersamount due pursuant to this Section 8.3(a) and, in order to obtain such payment, the Sellers commence a suit against Buyer for the amount payable to the Sellers pursuant to this Section 8.3(a); or, Buyer shall pay to the Sellers their reasonable, out-of-pocket costs and expenses (including attorney’s fees and expenses) (the “Buyer Termination Fee Expenses”) in connection with such suit. The ▇▇▇▇▇ Guarantee shall support the Buyer Termination Fee and the Buyer Termination Fee Expenses. (Bb) The execution If this Agreement is terminated by any Buyer pursuant to Section 8.1(b) as a result of a willful breach by the Sellers, or any trustee Sellers that results in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination failure of any of the Sellers, involving any party conditions set forth in Section 7.3 and provided that all of the other conditions set forth in Section 7.1 and Section 7.2 have been satisfied (other than those which by their terms are not capable of being satisfied until the Purchaser Closing Date), then the Company shall pay, or cause to be paid, to Buyer a fee in an amount equal to $9,500,000 as liquidated damages, and Buyer hereby agrees to accept payment of such fee as its sole and exclusive remedy, in lieu of specific performance and all other claims and remedies that might otherwise be available with respect thereto, including elsewhere hereunder and notwithstanding any other provision of this Agreement. Such fee shall be paid in immediately available funds concurrently with the termination of this Agreement and, if not paid at such time, shall bear interest from the termination date to the date of such payment at a rate equal to the rate of interest from time to time announced publicly by Citibank NA as its prime rate, calculated on the basis of a year of 365 days and the number of days elapsed. If the Company fails to pay timely any amount due pursuant to this Section 8.3(b) and, in order to obtain such payment, Buyer commences a suit against the Company for the amount payable to Buyer pursuant to this Section 8.3(b), the Company shall pay to Buyer its reasonable, out-of-pocket costs and expenses (an "Alternative Transaction")including attorney’s fees and expenses) in connection with such suit. (iiic) Sellers shall pay The provision for payment of liquidated damages in this Section 8.3 has been included because in the Termination Fee simultaneously with the occurrence event of a Termination Fee Event without further order breach hereof (other than a post-Closing breach) by Buyer or the Sellers the actual damages to be incurred by the Company and the Sellers or Buyer can reasonably be expected to approximate the amount of liquidated damages called for in this Agreement and because the Bankruptcy Court. Sellers' obligation actual amount of such damages would be difficult if not impossible to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codemeasure accurately.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of If this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar is terminated pursuant to Section 9.7(a), the Sellers 10.1(f) or Section 10.1(g) Buyer shall be required to pay $2.5 million to the Purchaser as Commnet a termination fee ("the “Termination Fee"); provided”) in amount equal to $[***] (plus any interest or income, that if any, earned on the Sellers shall not be obligated Deposit Amount) within three (3) Business Days after such termination, as liquidated damages and to pay compensate Commnet for the Termination Fee iftime, prior to the occurrence costs, and expenses incurred by Commnet in connection with this Agreement. If this Agreement is terminated under Section 10.1(f) or Section 10.1(g) for any reason other than Buyer’s breach of Section 2.13, then such payment of the Termination Fee Eventwill be made by Buyer and Commnet executing and delivering to the Deposit Agent a joint written instruction directing the Deposit Agent to pay the Deposit Amount to an account designated by Commnet by wire transfer of immediately available funds within three (3) Business Days after such termination, the and if this Agreement has validly been is terminated solely pursuant to under Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a10.1(f) or Section 10.1(g) as a result of Buyer’s breach of Section 2.13, then Buyer will pay to an account designated in writing by Commnet an amount equal to the Termination Fee by wire transfer of immediately available funds within three (3) Business Days after such termination. (b) If this Agreement is terminated and the Termination Fee is not payable to Commnet under Section 10.3(a), then Buyer and Commnet will execute and deliver to the Deposit Agent a joint written instruction directing the Deposit Agent to pay the Deposit Amount to an account designated by the CompanyBuyer by wire transfer of immediately available funds within three (3) Business Days after such termination. (iic) A "If Commnet receives full payment of the Termination Fee Event" in accordance with Section 10.3(a), the receipt by Commnet of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Commnet Parties in connection with this Agreement, the Collateral Agreements, the transactions contemplated hereby and thereby, the termination hereof and thereof, and any matter forming the basis for such termination, and, except in the case of the Surviving Provisions, the Commnet Parties shall not be entitled to bring or maintain any Claim, action or proceeding against Buyer or its Affiliates arising out of or in connection with this Agreement, the Collateral Agreements, the transactions contemplated hereby and thereby, or the termination hereof and thereof. Notwithstanding anything to the contrary in this Agreement, in the event this Agreement is terminated by Commnet in circumstances where the occurrence Termination Fee is payable, the payment of the Termination Fee by Buyer shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, based on fraud or otherwise) of the Commnet Parties against Buyer and its Affiliates and Representatives and, upon the timely payment of the Termination Fee in accordance with this Agreement, neither Buyer nor any of its Affiliates or Representatives shall have any further liability or obligation to any other Party or its Affiliates relating to or arising out of this Agreement or in respect of any Collateral Agreement or theory of Law or equity, whether in equity or at Law, in contract, in tort or otherwise, except in the case of the following:Surviving Provisions. The Parties acknowledge that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not have entered into this Agreement. (Ad) The termination Notwithstanding anything to the contrary in this Agreement, absent fraud by B▇▇▇▇, if Buyer breaches this Agreement or fails to perform hereunder (including a Willful and Intentional Breach), then the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) against Buyer or any of its Affiliates or Representatives for any breach, loss or damage or failure to perform (which recourse shall be sought solely against Buyer to the extent provided herein and subject to the limitations set forth herein and no other Affiliate or Representative of Buyer) shall be, as applicable: (x) for Commnet to terminate this Agreement pursuant to Section 9.3(c) or (d10.1(f) or Section 9.4 (except for Section 9.4(e10.1(g) or solely because and Commnet to receive payment of the non-fulfillment of any Termination Fee from Buyer or (y) for Commnet to terminate this Agreement pursuant to Section 10.1(c) and seek to recover monetary damages from Buyer for breach; provided, that, absent fraud by B▇▇▇▇, in no such event shall Buyer be subject to monetary damages in excess of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any amount of the Sellers, or any trustee Termination Fee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")aggregate. (iiie) Sellers For the avoidance of doubt, in no event shall pay the Termination Fee simultaneously with the occurrence be paid on more than one occasion and, absent fraud of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay Buyer, in no event shall Buyer be liable for both the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codemonetary damages.

Termination Fee. (ia) Sellers agree and acknowledge In the event that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers Seller shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of terminate this Agreement pursuant to Section 9.3(c) or (d7.01(a)(ii) or Section 9.4 7.01(a)(v), or Purchaser shall terminate this Agreement pursuant to Section 7.01(a)(iv)(A) and at such ▇▇▇▇ ▇▇▇▇▇▇ could have terminated this Agreement pursuant to Section 7.01(a)(v), then Purchaser shall pay or cause to be paid, within five Business Days of such date of termination, to Seller a termination fee of $41,650,000 in cash (except the “Termination Fee”) by wire transfer of immediately available funds simultaneously with such termination so long as Seller has provided Purchaser with wire instructions for such payment (or, otherwise, within one Business Day following receipt of such wire instructions), it being understood that in no event shall Purchaser be required to pay or cause to be paid the Termination Fee on more than one occasion. (b) Each party hereto acknowledges that the agreements contained in this Section 9.4(e7.03 are an integral part of the Transactions, and that without these agreements, the other party hereto would not enter into this Agreement. Accordingly, if Purchaser fails to timely pay or cause to be paid any amount due pursuant to this Section 7.03, and, in order to obtain the payment, Seller commences a Proceeding which results in a judgment against Purchaser for the payment set forth in this Section 7.03, Purchaser shall pay or cause to be paid to Seller its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Proceeding, together with interest thereon, from the date such payment was required to be made until the date of payment, at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made. (c) Subject in all respects to Seller’s injunction, specific performance and equitable relief rights and related rights set forth in Section 9.05 (subject to the limitations contained therein) and the reimbursement and indemnification obligations of Purchaser under Section 5.25(d) and Section 7.03(b) hereof, in the event that this Agreement is terminated and the Termination Fee is paid to Seller in circumstances for which such fee is payable pursuant to Section 7.03(a), payment of the Termination Fee shall be the sole and exclusive damages remedy of Seller and its Affiliates against Purchaser, Guarantor or any of their respective former, current or future general or limited partners, shareholders, managers, members, directors, officers or Affiliates (collectively, the “Purchaser Related Parties”) or solely because the Lender Related Parties for any loss suffered as a result of the non-fulfillment of any failure of the conditions specified in Section 8.3(c)Transactions to be consummated or for a breach or failure to perform hereunder or otherwise relating to or arising out of this Agreement or the Transactions, (e)and upon payment of such amount when due and payable hereunder, (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any none of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party Purchaser Related Parties (other than the Purchaser (an "Alternative Transaction"and the Guarantor to the extent of its Guarantee). (iii) Sellers or the Lender Related Parties shall pay have any liability or obligation relating to or arising out of this Agreement or the Transactions. While Seller may pursue both a grant of specific performance in accordance with Section 9.05 and the payment of the Termination Fee simultaneously with the occurrence under Section 7.03, under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance that results in a Termination Fee Event without further order Closing and any monetary damages, including all or any portion of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy CodeFee.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay to Seller $2.5 4.25 million to (the Purchaser as a termination fee ("Termination Fee"); provided) in immediately available U.S. Dollar funds on the date this Agreement is terminated if terminated by Purchaser (and such termination, that the Sellers if by Purchaser, shall not be obligated to pay effective until the Termination Fee ifis paid in full), prior to or within five Business Days after the occurrence of date this Agreement is terminated if terminated by Seller, in the Termination Fee Event, the event that this Agreement has validly been terminated solely is terminated: (i) By Seller pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company.7.1(f); (ii) A "Termination Fee Event" is By Purchaser pursuant to Section 7.1(h); (iii) By either Seller or Purchaser pursuant to Section 7.1(g); (iv) By either Seller or Purchaser pursuant to Section 7.1(c) if Section 6.1(c) has not been satisfied at the occurrence time of any such termination; (v) By Purchaser pursuant to Section 7.1(e) as a result of the following: (Acondition in Section 6.2(d) The termination having become incapable of fulfillment and not having been waived by Purchaser, so long as such incapability is not due to a breach of this Agreement by Seller; (vi) By Purchaser for any reason at a time when Seller has the right to terminate pursuant to Section 9.3(c7.1(f) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is but has not caused by any act or omission of Sellers)yet exercised such right; or (vii) By either Seller or Purchaser for any reason if either (A) the directors of Purchaser have determined for any reason (whether or not in accordance with their fiduciary duties or pursuant to the provisions of this Agreement) that the recommendation of its board of directors referred to in Section 5.21 shall not be given or shall be withdrawn or modified or (B) The execution by any if Purchaser has made an announcement of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")its intent to make such a determination. (iiib) Sellers shall pay Purchaser acknowledges that the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order agreements contained in this Section 7.3 are an integral part of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) transactions contemplated by this Agreement, and 507(a)(1) of the Bankruptcy Codethat, without these agreements, Seller would not have entered into this Agreement.

Termination Fee. (a) If (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution all of the Agreement conditions to the obligations of the parties set forth in Article VII (excluding for this purpose the conditions set forth in Sections 7.03(d) and (e)) shall have resulted from a substantial investment been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, provided that such conditions shall have been capable of management time and have required significant commitment being satisfied as of financial and other resources by Purchaser and WinStar, and that the negotiation and execution date of termination of this Agreement have provided value to Sellers. ThereforeAgreement) in accordance with the terms of this Agreement, if a Termination Fee Event (as defined in subsection (ii) below) occursexcept to the extent waived by the Sellers in accordance with this Agreement, the covenants and agreements contained in Section 5.06 shall have been complied with by the Purchaser and/or the Purchaser Parent, as the case may be, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser all material respects as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay of the Termination Fee ifDate, (iii) the Closing has not occurred on or prior to the occurrence of Termination Date due to the Termination Fee Eventfact that the Purchaser does not have sufficient Financing, and (iv) the Agreement has validly been terminated solely pursuant to Section 9.1 by Purchaser or the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of Parent terminates this Agreement pursuant to Section 9.3(c9.01(a), then the Purchaser and/or the Purchaser Parent shall pay to the Sellers an amount equal to the Termination Fee, in cash, by wire transfer of immediately available funds, to an account designated by the Parent no later than two Business Days after such termination. (b) or (d) or Section 9.4 (except The Sellers agree that notwithstanding anything to the contrary in this Agreement, in the event the Termination Fee becomes payable and is actually paid by the Purchaser and/or the Purchaser Parent to the Sellers, in each case in accordance with the terms of and for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified reasons set forth in Section 8.3(c9.02(a), (e1) the receipt of such Termination Fee by the Sellers shall be the sole and exclusive remedy (other than with respect to any costs and expenses that are payable to the Sellers in the event that the Sellers prevail in a suit commenced in accordance with Section 9.02(c), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, their Affiliates and their respective officers, directors, employees, agents, successors and assigns against the Purchaser, the Purchaser Parent or any trustee of their respective Affiliates or their respective officers, directors, employees, agents, successors and assigns for, and in bankruptcy no event shall the Sellers, their Affiliates and their respective officers, directors, employees, agents, successors and assigns seek to recover any other money damages or seek any other remedy based on a claim in law or equity or otherwise with respect to, (A) any Loss suffered as a result of the failure of the transactions contemplated under this Agreement to be consummated, (B) the termination of this Agreement, (C) any Liabilities arising under this Agreement or (D) any Litigation arising out of or relating to any breach, termination or failure of or under this Agreement, in each case (A), (B), (C) or (D), except with respect to the matters contemplated by clause (a) of Section 9.03 which survive the termination of this Agreement, and (2) other than with respect to any costs and expenses that are payable to the Sellers in the event that the Sellers prevail in a suit commenced in accordance with Section 9.02(c), the Sellers hereby expressly waive any and all other rights or causes of action it or its Affiliates may have against the Purchaser or its Affiliates now or in the future under any Law with respect to (A) any Loss suffered as a result of the failure of the transactions contemplated under this Agreement to be consummated, (B) the termination of this Agreement, (C) any Liabilities arising under this Agreement or (D) any Litigation arising out of or relating to any breach, termination or failure of or under this Agreement, in each case (A), (B), (C) or (D), except with respect to the matters contemplated by clause (a) of Section 9.03 which survive the termination of this Agreement. (c) The parties hereby acknowledge and agree that the agreements contained in this Section 9.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement. Accordingly, if the Purchaser and the Purchaser Parent fail to promptly pay the amount due to the Sellers pursuant to Section 9.02(a), and, in order to obtain such payment, the Sellers commence a suit that results in a judgment against the Purchaser and/or the Purchaser Parent for the amount of the Termination Fee or any portion thereof, then the Purchaser and/or the Purchaser Parent shall pay to the Sellers their costs and expenses (including attorneys’ fees) in connection with such suit, together with interest payable at the Federal Funds Rate (as in effect on the date that the Termination Fee was required to be paid to the Sellers pursuant to Section 9.02(a)) on the amount awarded to the Sellers in such suit accruing from the date that the Termination Fee or portion thereof was required to be paid to the Sellers pursuant to Section 9.02(a) through the date that such amount and all of the Sellers’ costs and expenses are paid in full by the Purchaser and/or the Purchaser Parent; provided, of an agreement providing for however, that if the sale of all or any material portion of the Business or of an equity interest court in any of such suit finds that the Sellers, or any business combination of any of the Sellers, involving any party other than Sellers are not entitled to payment by the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay and/or the Purchaser Parent of the Termination Fee simultaneously with or any portion thereof pursuant to the occurrence terms of a Termination Fee Event without further order of this Agreement, then the Bankruptcy Court. Sellers' obligation to pay Sellers shall reimburse the Termination Fee shall constitute an administrative expense of Sellers under sections 503(bPurchaser and/or the Purchaser Parent, as the case may be, for their costs and expenses (including attorneys’ fees) and 507(a)(1) of the Bankruptcy Codein defending such suit.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of In the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of event this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar is terminated by Seller pursuant to Section 9.7(a11.01(e) or Section 11.01(f), the Sellers shall Purchaser shall, promptly and in any event within two Business Days of such termination, pay $2.5 million or cause to the Purchaser as be paid to Seller a termination fee fee, without offset or reduction of any kind, in an amount of $250,000,000 ("the “Termination Fee"”); provided, that however, that, notwithstanding the Sellers foregoing, Purchaser shall not be obligated required to pay the Termination Fee ifunder any circumstances if Seller fails to provide, or cause to be provided, the Required Information to Purchaser on or prior to November 24, 2020. Any Termination Fee payable pursuant to this Section 11.03(a) shall be paid by wire transfer of immediately available funds to the occurrence accounts specified by Seller in writing to Purchaser. In no event shall the Termination Fee be paid on more than one occasion. (b) If Purchaser fails to pay the Termination Fee when due pursuant to the foregoing Section 11.03(a), (i) Purchaser shall additionally pay to Seller interest on the amount of the Termination Fee Eventfrom the date such payment was required to be made until the date of payment at the prime rate (as published in the Wall Street Journal) in effect on the date such payment was required to be made and (ii) if, the Agreement has validly been terminated solely pursuant in order to Section 9.1 by the Company obtain such payment, Seller commences a suit that results in a judgment against Purchaser, Purchaser shall reimburse Seller for its costs and WinStar or pursuant to Section 9.3(aexpenses (including reasonable attorneys’ fees and expenses) or (b) by the Companyincurred in connection with such suit. (c) Notwithstanding anything to the contrary set forth in this Agreement, but subject to (i) the foregoing Section 11.03(a) and Section 11.03(b), (ii) A "Termination Fee Event" is Section 5.15(b) and (iii) an order of specific performance as, and only to the occurrence of any of the following: extent expressly permitted by, Section 12.12(b), (A) The termination of Seller’s right to terminate this Agreement and receive the Termination Fee if, but only if, Seller validly Terminates this Agreement pursuant to Section 9.3(c11.01(e) or Section 11.01(f) (subject, in each case, to the proviso set forth in Section 11.03(a)), shall be the sole and exclusive remedy of Seller against (1) Purchaser, (2) the Guarantors, (3) the Lenders and all other Financing Parties and (4) any former, current or future general or limited partners, directors, officers, employees, agents, members, managers, attorneys or representatives of any Person named in the foregoing clauses (1), (2) or (d3) or any of their respective Affiliates or representatives (collectively, the Persons named in the foregoing clauses (1) through (4), the “Purchaser Related Parties”) for any loss suffered as a result of, relating to or arising out of such termination, this Agreement, the Guarantee, the Equity Commitment Letter, the Debt Commitment Letter, the Debt Documents, the other Ancillary Agreements and the Transaction, including any breach of this Agreement by Purchaser, the termination of this Agreement or the failure to consummate the Transaction, and (B) none of the Purchaser Related Parties shall have any Liability or obligation to Seller or any of its Affiliates as a result of, relating to or arising out of this Agreement, the Guarantee, the Equity Commitment Letter, the Debt Commitment Letter, the Debt Documents, the other Ancillary Agreements or the transactions contemplated hereby or thereby, or any claims or actions arising out of any breach of this Agreement by Purchaser, the termination of this Agreement or the failure to consummate the Transaction, other than (I) receipt by Seller of the Termination Fee if, but only if, Seller validly Terminates this Agreement pursuant to Section 11.01(e) or Section 9.4 11.01(f) (except for subject, in each case, to the proviso set forth in Section 9.4(e11.03(a)) or solely because and (II) the reimbursement and indemnification obligations set forth in Section 11.03(b) and Section 5.15(b). For the avoidance of doubt, (x) the obligations and amounts set forth in the foregoing clauses (I) and (II), as applicable, are intended to serve as a cap on the maximum aggregate Liability of the non-fulfillment Purchaser Related Parties under this Agreement in the event Purchaser fails to effect the Closing in accordance with Section 2.02 or otherwise breaches this Agreement or fails to perform hereunder, and under no circumstances shall Seller be entitled to collect, if due, more than the amounts specified in such clauses, and (y) while Seller may pursue both a grant of any specific performance of the conditions specified in type contemplated by Section 8.3(c12.12(b) and the payment of the Termination Fee pursuant Section 11.03(a), (e)as the case may be, (g)under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance to consummate the Transaction pursuant Section 12.12(a) and monetary damages, (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of including all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")Termination Fee. (iiid) Sellers shall pay The parties hereto acknowledge and agree that the Termination Fee simultaneously with is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller in the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay circumstances in which the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) is payable for the efforts and 507(a)(1) resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the Bankruptcy Codeconsummation of the Transaction, which amount would otherwise be uncertain and incapable of accurate determination. (e) The parties hereto acknowledge and agree that the agreements contained in Section 11.02 and this Section 11.03 are an integral part of the Transaction, and that, without these agreements, neither Purchaser nor Seller would enter into this Agreement.

Termination Fee. (i) Sellers agree In the event the BORROWERS terminate the CREDIT FACILITY and acknowledge that Purchaser's repay the LOAN in full with funds derived from any source other than revenues from the BORROWERS normal business operations, the BORROWERS, jointly and WinStar's negotiation and execution severally, shall pay to the LENDER termination fee equal to the following percentage of the Agreement have resulted from a substantial investment DOLLAR CAP: (a) one and one-half percent (1.5%) if the prepayment in full occurs at any time on or before March 22, 2001; (b) one percent (1.00%) if the prepayment occurs at any time after March 22, 2001 but on or before March 22, 2002; (c) one-half of management one percent (0.50%) if the prepayment occurs at any time and have required significant commitment of financial and other resources by Purchaser and WinStarafter March 22, and that 2002, but on or before March 22, 2003; (d) zero percent (0%) if the negotiation and execution of this Agreement have provided value to Sellersprepayment in full occurs after March 22, 2003. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to Notwithstanding the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a)foregoing, the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers described in this Section 2.10 shall not be obligated to pay due if the Termination Fee if, prior to the occurrence prepayment and termination of the Termination Fee EventCREDIT FACILITY occurs in the absence of any DEFAULT or EVENT OF DEFAULT and the BORROWERS elect to prepay and terminate the CREDIT FACILITY as a result of (a) a determination by the LENDER that, the Agreement has validly been terminated solely pursuant to Section 9.1 by 2.2.3.d. hereof, a REGULATORY CHANGE has occurred and made it impractical for the Company and WinStar or pursuant LENDER to Section 9.3(a) offer pricing based on the ADJUSTED LIBOR RATE or (b) having been billed by the Company. LENDER for additional costs arising as a result of a REGULATORY CHANGE pursuant to subsections 2.3.3.e (iiii)(A), (B) A "Termination Fee Event" is or (C) hereof, provided such REGULATORY CHANGE and the additional costs arising as a result thereof are applicable only to the LENDER and not to a class of lenders, banks or financial institutions including the LENDER or any corporation controlling the LENDER, and are not applicable to the LENDER as a result of its obligations hereunder, the creditworthiness of any of the BORROWERS, or the occurrence of any DEFAULT or EVENT OF DEFAULT; and provided further that nothing in this clause (b) shall affect or alter the obligation of the following: (A) The termination of this Agreement pursuant BORROWERS, jointly and severally, to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of pay to the non-fulfillment of any of LENDER the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale full amount of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")such additional costs. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution Buyer shall pay to Seller the amount of Twenty-Five Million Dollars ($25,000,000) (the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of “Termination Fee”) if this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event is terminated: (as defined in subsection (iiA) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar by either Seller or Buyer pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely 9.1(b) or by Seller pursuant to Section 9.1 9.1(c) as a result of Buyer’s breach of a representation, warranty or covenant contained in this Agreement and in each case, at the time of any such termination, (I) any or all of the Required Regulatory Approvals shall not have been obtained and (II) all of the conditions set forth in Article 7 (other than the receipt of the Required Regulatory Approvals) have been satisfied or waived as of the date of the termination, other than, in each case, those conditions that by their nature are to be satisfied at the Company Closing and WinStar which would have been satisfied at the Closing had the Closing occurred at the time of such termination, or those conditions that have not been satisfied as a result of a material breach by Buyer of its obligations under this Agreement; (B) by either Seller or Buyer pursuant to Section 9.3(a9.1(e) or as a result of a Restraint arising in connection with any Required Regulatory Approval; or (bC) by the CompanyBuyer pursuant to Section 9.1(f). (ii) A "In the event the Termination Fee Event" is payable, such fee will be paid to Seller by Buyer in immediately available funds within (3) Business Days after the occurrence of any date of the following: event giving rise to the obligation to make such payment. In addition to the Termination Fee, Buyer shall pay, or cause to be paid, to Seller the reasonable costs and expenses (Aincluding reasonable attorneys’ fees) The termination incurred by Seller in connection with the pursuit of payment of the Termination Fee, together with interest at a rate per annum equal to the “prime rate” (as announced by Citibank, N.A. or any successor thereto) from and including the date the Termination Fee was required to be paid pursuant to the first sentence of this Agreement pursuant Section 9.2(b)(ii) up to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of and including the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")payment date. (iii) Sellers Buyer acknowledges and agrees that (A) the agreements contained in this Section 9.2(b) are an integral part of the transactions contemplated hereby and constitutes a reasonable estimate of the losses that would be suffered by reason of any termination specified under this Section 9.2(b) in light of the difficulty of accurately determining actual damages upon such termination, (B) without these agreements, Seller would not enter into this Agreement, and (C) nothing in this Section 9.2(b) shall pay impair the rights of Seller, subject to Section 11.10(b), to (x) obtain injunctive relief and/or specific performance pursuant to Section 11.10(a) prior to any termination of this Agreement or (y) seek a remedy for any pre-termination Willful Breach of Section 6.3 which has been the direct cause of the failure to obtain any Required Regulatory Approvals and such Willful Breach (i) was not cured by Buyer, within the earlier of fifteen (15) calendar days after its receipt of prompt written notice thereof from Seller and the Termination Date, or (ii) was incapable of being cured. (iv) Each of Seller and the Company acknowledge that in the event that this Agreement is terminated under circumstances where the Termination Fee simultaneously with the occurrence is payable hereunder, Seller’s right to receive full payment of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee pursuant to this Section 9.2(b) shall constitute an administrative expense be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of Sellers under sections 503(bSeller, the Company and any of their respective Related Parties against Buyer and each of Buyer’s Related Parties for any and all losses or damages suffered or incurred in connection with this Agreement (and the actual or purported termination hereof) and 507(a)(1the transactions contemplated hereby (and the abandonment thereof); provided that notwithstanding the foregoing, nothing in this Section 9.2(b) shall impair the rights of Seller, subject to Section 11.10(b), to (x) obtain injunctive relief and/or specific performance pursuant to Section 11.10(a) prior to any termination of this Agreement or (y) seek a remedy for any pre-termination Willful Breach of Section 6.3 which has been the direct cause of the Bankruptcy Codefailure to obtain any Required Regulatory Approvals and such Willful Breach (i) was not cured by Buyer, within the earlier of fifteen (15) calendar days after its receipt of prompt written notice thereof from Seller and the Termination Date, or (ii) was incapable of being cured.

Termination Fee. (a) In the event that (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of Buyer or Domtar validly terminate this Agreement pursuant to Section 7.1(b)(i) and at such time Domtar could have provided value terminated this Agreement pursuant to Sellers. ThereforeSection 7.1(d) or Section 7.1(e), if a Termination Fee Event (as defined in subsection or (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar Domtar validly terminates this Agreement pursuant to Section 9.7(a7.1(d) or Section 7.1(e), Buyer shall promptly and in any event within five (5) Business Days of such termination, pay to the Sellers, or the Sellers’ designee, by wire transfer of immediately available funds to such account(s) designated by the Sellers a non-refundable termination fee, without offset or reduction of any kind, in an amount in cash of $55,200,000 (the “Termination Fee”, and together with (1) any amounts payable pursuant to the reimbursement or indemnification obligations set forth in Section 4.12(b) and (2) any Collection Costs payable in accordance with Section 7.3(b), the “Termination Payments”). In no event shall Buyer be required to pay the Termination Payments on more than one occasion and while the Sellers shall pay $2.5 million may pursue both the payment of the Termination Payments under this Section 7.3(a), and, prior to termination of this Agreement, specific performance of the type contemplated by, and subject to the Purchaser as limitations set forth in, Section 8.11, under no circumstances shall the Sellers be permitted or entitled both to (x) receive and retain the Termination Payments and (y) a termination fee grant of specific performance that requires the Buyer to consummate the Closing. ("b) Buyer and the Sellers acknowledge and agree that (i) the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither Buyer nor the Sellers would enter into this Agreement and (ii) payment of the Termination Fee"); provided, that the Sellers if payable in accordance with this Section 7.3, shall constitute liquidated damages and not be obligated a penalty. If Buyer fails to pay the Termination Fee when due in accordance herewith, and if, prior in order to obtain such payment, the occurrence Sellers commence a claim, action or suit before any Governmental Authority of competent jurisdiction that results in a final, non-appealable judgment against Buyer requiring Buyer to pay the Termination Fee EventFee, Buyer shall reimburse the Agreement has validly been terminated solely pursuant Sellers for their costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such claim, action or suit in an amount not to Section 9.1 by exceed $2,500,000 in the Company and WinStar or pursuant to Section 9.3(a) or aggregate (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"“Collection Costs”). (iiic) Sellers shall pay In the event that this Agreement is terminated for any reason, then except (i) in connection with enforcement of the Confidentiality Agreement and (ii) for an order of specific performance as and only to the extent expressly permitted by, and subject to, Section 8.11 prior to termination of this Agreement, Domtar’s right to terminate this Agreement and receive payment of the Termination Fee simultaneously with Payments as and if payable hereunder pursuant to (and only to the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee extent required by) Section 7.3(a) and Section 7.3(b) shall constitute an administrative expense of Sellers under sections 503(b) the sole and 507(a)(1exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Bankruptcy CodeSeller Parties against (x) the Buyer Parties or (y) the Debt Financing Sources and any other financing sources (including the providers of the Equity Financing) that have entered into agreements in connection with the Financing or any Alternative Financing, and their respective Affiliates, or any of the respective direct or indirect, former, current or future, partners, managers, members, directors (or equivalent), officers, employees, agents or other Representatives of the foregoing, and each of their respective successors and assigns (the Persons described in this subclause (y), collectively, the “Financing Sources Related Parties”) for all breaches, Losses, Liabilities and/or damages in respect of or in connection with this Agreement, the Commitment Letters and/or the transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis for the termination of this Agreement. For the avoidance of doubt, upon payment in full of the Termination Payments to the Sellers, none of the Buyer Parties or Financing Sources Related Parties shall have any further liability (in each case, whether absolute, accrued, contingent, fixed or otherwise) to any of the Seller Parties relating to or arising out of this Agreement, the Commitment Letters or in respect of any other agreement, document or theory of Law or equity (whether in contract, in tort or otherwise) or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, and none of the Buyer Parties or Financing Sources Related Parties shall have any further liability to any of the Seller Parties relating to or arising out of this Agreement, the Commitment Letters or the transactions contemplated hereby or thereby (other than, for the avoidance of doubt, liability arising under the Confidentiality Agreement, pursuant to, and in accordance with the terms thereof).

Termination Fee. 13.1 In the event that: (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution all of the Agreement Consultations Procedures have resulted from not been complied with by the Offer Termination Date as a substantial investment result of management time and have required significant commitment a breach of financial and other resources by Purchaser and WinStarthe Seller's obligations under paragraphs 2, and that the negotiation and execution 3, 4, 5, 6, 7 or 8 of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection Protocol; or (ii) belowall of the Consultation Procedures have been complied with and completed in accordance with applicable Law and this Protocol and the Seller fails to accept the Offer by executing and delivering to the Purchaser the SPA in accordance with paragraph 9.2 of this Protocol; or (iii) occursthe Seller and/or the Target failing to meet the condition set out in clause 5.4.4 (Material Covenants) of the SPA such that it would give rise to a termination right under clause 5.5 of the SPA as if both such provisions were deemed to apply to this Protocol as if incorporated and set forth herein, the Purchaser has the right to pursue, in addition lieu of any other remedy which may be available to the Expense Reimbursement payable Purchaser, one exclusive remedy against the Seller which shall be, at the Purchaser’s option, either: 13.1.1 the Seller shall pay to the Purchaser (by wire transfer of immediately available funds to an account designated in writing by the Purchaser) an amount in cash equal to the sum of (A) 10 million Euro plus (B) an amount equal to the lower of (i) 50% of the aggregate amount of fees, costs and expenses incurred or accrued by the Purchaser and WinStar its Affiliates and their respective Representatives in connection with evaluating, negotiating, documenting and pursuing the Proposed Transaction, including (but not limited to) this Protocol and (ii) 3 million Euro; or 13.1.2 an award of specific performance against the Seller requiring the Seller to (i) either: (A) if all of the Consultations Procedures have not been complied with by the Offer Termination Date as a result of a breach of the Seller's obligations under paragraphs 2, 3, 4, 5, 6, 7 or 8 of this Protocol to comply with such obligations; or (B) if all of the Consultation Procedures have been complied with and completed in accordance with applicable Law and this Protocol to sign and deliver the SPA to the Purchaser in accordance with paragraph 9.2 of this Protocol; and/or (ii) if the Seller and/or the Target are failing to meet the condition set out in clause 5.4.4 (Material Covenants) of the SPA such that it would give rise to a termination right under clause 5.5 of the SPA as if both such provisions were deemed to apply to this Protocol as if incorporated and set forth herein, comply with such obligations, it being understood that the Purchaser shall not be entitled to the termination fee referred to in clause 13.1.1 or any other Damages award if and when it has obtained an award of specific performance as contemplated in clause 13.1.2 save for the Purchaser’s reasonable legal costs in pursuing an award of specific performance up to a maximum amount of Euro 250,000. 13.2 In the event that: (i) all of the Consultations Procedures have not been complied with by the Offer Termination Date as a result of a breach of the Purchaser's obligations under paragraphs 2, 3, 4, 5, 6, 7 or 8 of this Protocol; or (ii) all of the Consultation Procedures have been complied with and completed in accordance with applicable Law and this Protocol and the Purchaser fails to sign and deliver the SPA to the Seller in accordance with paragraph 9.1 of this Protocol, the Seller has the right to pursue, in lieu of any other remedy which may be available to the Seller, one exclusive remedy against the Purchaser which shall be, at the Seller’s option, either: 13.2.1 the recovery in cash from the Purchaser of the amount of the actual Damages suffered by the Seller as a result of the breaches by the Purchaser set forth in paragraph 13.2(i), (ii) or (iii) of this Protocol, provided that the Purchaser’s liability under this paragraph 13.2.1 shall be limited to, and shall in no event exceed, an amount equal to 50 million Euro; or 13.2.2 an award of specific performance against the Purchaser requiring the Purchaser to either: (A) if all of the Consultations Procedures have not been complied with by the Offer Termination Date as a result of a breach of the Purchaser's obligations under paragraphs 2, 3, 4, 5, 6, 7 or 8 of this Protocol to comply with such obligations; or (B) if all of the Consultation Procedures have been complied with and completed in accordance with applicable Law and this Protocol to sign and deliver the SPA to the Seller in accordance with paragraph 9.1 of this Protocol, it being understood that the Seller shall not be entitled to Damages referred to in clause 13.2.1 or any other Damages award if and when it has obtained an award of specific performance as contemplated in clause 13.2.2 save for the Sellers’ reasonable legal costs in pursuing an award of specific performance up to a maximum amount of Euro 250,000. 13.3 Any payment required to be made pursuant to Section 9.7(a)paragraph 13.1 or 13.2 of this paragraph 13 shall be paid no later than 3 (three) Business Days following the Offer Termination Date, and any payment required to be made pursuant to paragraph 13.1 or 13.2 of this paragraph 13 shall be paid no later than 3 (three) Business Days after the Sellers shall pay $2.5 million Purchaser delivers to the Seller or the Seller delivers to the Purchaser as a termination fee the case may be, one or more written invoices setting forth the nature and amount of the relevant charges ("Termination Fee"); provided, it being understood that the Sellers Purchaser or the Seller, as the case may be, may be required to submit multiple invoices depending on when it receives invoices from third party service providers, each of which shall not be obligated to pay the Termination Fee if, prior paid within 3 (three) Business Days after delivery to the occurrence of Seller or the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"Purchaser). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. In the event this Agreement is terminated (a) by the Company or Acquirer pursuant to Section 7.1(b) following the Extended Termination Date if, on the date of such termination (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStarSpecified Circumstance exists, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) beloweach of the conditions set forth in Sections 6.1(a), 6.1(b) occurs, in addition (other than with respect to the Expense Reimbursement payable Specified Circumstance), 6.3(a), 6.3(b), 6.3(e), 6.3(f), 6.3(g), 6.3(h), or 6.3(i) is satisfied or has been validly waived (other than the conditions that, by their terms, are intended to Purchaser be satisfied at the Closing, which conditions, as of the date of such termination, only need to be capable of being satisfied at the Closing), and WinStar (iii) the Company has delivered to Acquirer written notice in which the Company has irrevocably waived the conditions to closing contained in each of Sections 6.1(b) and 6.1(c) and certified that it is ready and willing to close the First Merger (it being understood that if Acquirer wishes to terminate this Agreement in accordance with this Section 7.1(b), Acquirer shall notify the Company and provide the Company with a reasonable amount of time to deliver such certification prior to the termination by Acquirer); or (b) pursuant to Section 9.7(a7.1(c) based on an Order arising as a result of a challenge by a Governmental Entity under any Antitrust Law in any Specified Jurisdiction, then Acquirer shall, within two Business Days after the date of such termination (such date, the “Termination Fee Due Date”), the Sellers shall (i) pay $2.5 million or cause to be paid to the Purchaser as Company $1,000,000,000 in cash by wire transfer of same day funds (“Cash Termination Fee”) and (ii) in Acquirer’s sole discretion, either (A) pay or cause to be paid to the Company another $1,000,000,000 in cash by wire transfer of same day funds or (B) cause a number of shares of Parent Common Stock equal to $1,000,000,000 divided by the Parent Stock Price for Termination to be issued to the Company (“Stock Termination Fee” and collectively, the “Termination Fee”); provided, however, that in the event of a termination fee ("by Acquirer under Section 7.1(b) after the Extended Termination Fee"); providedDate, that the Sellers Acquirer shall not be obligated to pay the Termination Fee ifunder this Section 7.3 if the Company’s failure to perform any covenant or agreement in Section 5.4(a), prior Section 5.4(b) or Section 5.4(d) was the principal cause of, or directly resulted in, the failure of the Closing to occur on or before the occurrence Extended Termination Date. In the event that Acquirer is required to pay the Termination Fee and the Stock Termination Fee consists of shares of Parent Common Stock, Acquirer shall file an immediately effective registration statement under the Securities Act of 1933 for the Company’s resale of the shares of Parent Common Stock required to be delivered as part of the Termination Fee Eventaccording to the terms and subject to the conditions set forth on Schedule 7.3. Notwithstanding any other provision of this Agreement to the contrary, the Company’s sole and exclusive remedy if either Acquirer or the Company terminates this Agreement has validly been terminated solely pursuant to Section 9.1 by 7.1(b) after the Company Extended Termination Date or Section 7.1(c), shall be receipt of the Termination Fee in accordance with the terms hereof, and WinStar upon Acquirer’s or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The ’s termination of this Agreement pursuant to Section 9.3(c7.1(b) or (d) after the Extended Termination Date or Section 9.4 (except for Section 9.4(e7.1(c) or solely because and receipt of the non-fulfillment Termination Fee, the Company shall be precluded from any other remedy against Parent, Acquirer and their respective Affiliates at law or in equity or otherwise. Parent and the Company acknowledge that the agreements contained in this Section 7.3 are an integral part of the Agreement and the Transactions and that, without these agreements, neither (x) any of Parent, Acquirer or Merger Sub, on the conditions specified in Section 8.3(c)one hand, nor (e)y) the Company, (g)on the other hand, (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of would enter into this Agreement. In the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers event that Parent shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation fail to pay the Termination Fee required pursuant to this Section 7.3 when due, such Termination Fee, as the case may be, shall constitute an administrative expense accrue interest (based on the aggregate value thereof) for the period commencing on the date such Termination Fee became past due, at the rate of Sellers under sections 503(b) and 507(a)(1) interest per annum equal to the “Prime Rate” as set forth on the date such payment became past due in The Wall Street Journal “Money Rates” column. In addition, if Acquirer shall fail to pay such Termination Fee when due, Acquirer shall also pay to the Company, as applicable, all of the Bankruptcy CodeCompany’s costs and expenses (including attorneys’ fees) incurred by such other party in connection with efforts to collect such Termination Fee.

Termination Fee. (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of If this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar is terminated by Parent pursuant to Section 9.7(a), 10.01(c)(i) or 10.01(c)(iii) or by the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely Company pursuant to Section 9.1 by 10.01(d)(i), then the Company and WinStar or pursuant shall pay to Section 9.3(a) or Parent in immediately available funds $10,830,000 (b) the “Termination Fee”), in the case of a termination by Parent, within one Business Day after such termination and, in the case of a termination by the Company, immediately before and as a condition to such termination. (ii) A "Termination Fee Event" If (A) this Agreement is terminated by Parent or the Company pursuant to Section 10.01(b)(i) (other than in the circumstances described in Section 11.04(b)(iii)) or Section 10.01(b)(iii), (B) after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors of the Company or its shareholders and (C) within 12 months following the date of such termination, the Company shall have entered into a definitive agreement with respect to or recommended to its shareholders an Acquisition Proposal or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “15%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in immediately available funds, concurrently with the occurrence of any of the following: applicable event described in clause (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(cC), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")Termination Fee. (iii) Sellers If this Agreement is terminated by Parent or the Company pursuant to Section 10.01(b)(i) and, as of the termination date, (A) one or more of the Regulatory Conditions has not been satisfied and (B) all of the other conditions set forth in Sections 9.01 and 9.02 have been satisfied or waived (other than any such conditions which by their nature cannot be satisfied until the Closing Date but subject to such conditions being capable of being satisfied if the Closing Date were the date of termination) (provided that for purposes of determining whether the conditions set forth in Section 9.02(a) or 9.02(c) have been satisfied, the definition of “Company Material Adverse Effect” shall be interpreted without taking into account any effect resulting from or any action taken or instituted by a Governmental Authority in connection with the HSR Act), then Parent shall pay to the Company in immediately available funds $16,245,000 (the “Antitrust Termination Fee”), in the case of a termination by the Company, within five Business Days after such termination and, in the case of a termination by Parent, immediately before and as a condition to such termination. Notwithstanding the above, no Antitrust Termination Fee shall be payable by Parent pursuant to this Section 11.04(b)(iii) if (x) the failure of a Regulatory Condition to be satisfied is caused by an intentional and material breach by the Company of Section 8.01 or (y) Parent has delivered to the Company an Extension Notice and the Company fails to provide its written consent to the extension of the End Date by the Extension Deadline. (iv) The Termination Fee or Antitrust Termination Fee, if payable, shall be payable only once even though the Termination Fee simultaneously with the occurrence of a or Antitrust Termination Fee Event without further order may be payable under one or more provisions of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codethis Agreement.

Termination Fee. (a) In the event that this Agreement is terminated by: (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar ’ Representative pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of Section 10.01(d)(i) or Section 10.01(d)(ii), (B) Section 10.01(b)(i) (and at such time the Sellers’ Representative could have terminated this Agreement pursuant to Section 9.3(c) or (d10.01(d)(i) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c10.01(d)(ii)), (e), (g), (i), (j), (k) or (lC) which non- fulfillment is not caused Section 10.01(b)(ii) (at a time when this Agreement was terminable by any act the Sellers’ Representative pursuant to Section 10.01(d)(i) and Purchaser’s breach was a proximate cause of such Order or omission of Sellersother action); or (ii) Purchaser pursuant to (A) Section 10.01(b)(i) (and at such time the Sellers’ Representative could have terminated this Agreement pursuant to Section 10.01(d)(i) or (Bb) The execution by any Each of the Sellers, or any trustee parties hereto acknowledges that the agreements contained in bankruptcy for any this Section 10.03 are an integral part of the Transactions, and that without these agreements, the other parties hereto would not enter into this Agreement. Accordingly, if Purchaser fails to timely pay or cause to be paid any amount due pursuant to this Section 10.03, and, in order to obtain the payment, the Sellers’ Representative commences an Action which results in a judgment against Purchaser, of an agreement providing for the sale of all payment set forth in this Section 10.03, Purchaser shall pay or any material portion of cause to be paid to Sellers’ Representative its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Action, together with interest on such amount at the Business or of an equity interest prime rate as published in any of the Sellers, or any business combination of any of Wall Street Journal in effect on the Sellers, involving any party other than date such payment was required to be made through the date such payment was actually received (the Purchaser (an "Alternative Transaction"Termination Fee, together with such reimbursable costs and expenses and accrued interest, the “Termination Payments”). (iiic) Subject to the final sentence of this Section 10.03(c) and for any other rights of the Sellers’ Representative, the Sellers shall pay or the Holdings Affiliates with respect to the Excluded Matters (with any right to reimbursement pursuant to Section 7.07 not being reduced by the amount of the Termination Fee simultaneously with Payments), in the occurrence of a event the Termination Fee Event without further order Payments are paid to the Sellers’ Representative in circumstances for which such fee is payable pursuant to its terms, the payment of the Bankruptcy CourtTermination Payments (including pursuant to Section 1 of the Guarantee) shall be the sole and exclusive remedies of the Holdings Affiliates and Sellers’ Representative against Purchaser or any of its current, former or future Affiliates, general or limited partners, stockholders, managers, members, directors, officers, employees or agents (collectively, the “Purchaser Related Parties”) or the Debt Financing Sources Related Parties for any loss or Liability suffered as a result of the failure of the Transactions to be consummated, for a breach or failure to perform hereunder or otherwise relating to, arising out of or in connection with this Agreement or the Transactions, the Debt Commitment Letter or in respect of any other document or theory of law or equity, in contract, tort or otherwise, and none of the Purchaser Related Parties or the Debt Financing Sources Related Parties shall have any further Liability or obligation relating to or arising out of this Agreement or the Transactions, other than in the case of Fraud. Sellers' obligation to pay Until such time as Purchaser pays the Termination Fee Payments in accordance with this Section 10.03 (to the extent payable hereunder), nothing in this Section 10.03 shall constitute limit Sellers’ Representative’s right to seek, maintain or obtain an administrative expense Action for an injunction or injunctions, specific performance or other equitable relief pursuant to, and on the terms and conditions set forth in, Section 12.09 (to the extent available thereunder) at any time prior to the valid termination of Sellers under sections 503(b) and 507(a)(1) of this Agreement by the Bankruptcy Code.Sellers’ Representative pursuant

Termination Fee. (a) Buyer shall pay, or cause to be paid, to the Company an amount equal to $25,000,000 (the “Termination Fee”) if this Agreement is terminated pursuant to (i) Sellers agree Section 7.1(b)(ii) by Buyer if, at the time of such termination, the condition set forth in Section 2.3(b)(v) shall not have been satisfied or waived but all other conditions to Closing in Section 2.3(a) (other than Section 2.3(a)(iv)) and acknowledge Section 2.3(b) shall have been satisfied or waived (or in the case of conditions that Purchaser's and WinStar's negotiation and execution by their terms are to be satisfied at the Closing, shall be capable of being satisfied if the Agreement have resulted from a substantial investment Closing Date were the date of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection such termination) or (ii) belowSection 7.1(b)(ii) occursby Buyer or Section 7.1(g) by Buyer if at the time of such termination (A) the condition set forth in Section 2.3(b)(v) shall not have been satisfied or waived but all other conditions to Closing in Section 2.3(a) (other than Section 2.3(a)(iv)) and Section 2.3(b) shall have been satisfied or waived (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied if the Closing Date were the date of such termination) and (B) the Equity Purchase Agreement has been terminated by the JV in addition accordance with Section 8.1(b) thereof and at the time of such termination all of the conditions to the Expense Reimbursement payable EPA Closing in Section 2.7(a)(i) and Section 2.7(a)(iii) of the Equity Purchase Agreement shall have been satisfied (or in the case of conditions that by their terms are to Purchaser and WinStar pursuant be satisfied at the closing of the transactions contemplated by the Equity Purchase Agreement, shall be capable of being satisfied if the EPA Closing were to Section 9.7(a), occur on the Sellers shall pay $2.5 million date of such termination) other than the condition to the Purchaser as a termination fee ("Termination Fee"); provided, that EPA Closing set forth in Section 2.7(a)(iii)(D) of the Sellers Equity Purchase Agreement. Buyer shall not be obligated to pay the Termination Fee if, prior within two (2) Business Days of the date of such termination by wire transfer of immediately available funds to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) account designated in writing by the Company. (iib) A "Notwithstanding anything to the contrary in this Agreement, if the Termination Fee Event" is paid pursuant to Section 7.5(a) it shall be the occurrence sole and exclusive remedy of the Company, the Securityholders, or any Affiliate, including any Nonparty Affiliates, or Representative of any of the following: foregoing, and each of their respective successors and assigns (A) The other than with respect to liability that results from Fraud under this Agreement or the Equity Purchase Agreement prior to the valid termination of this Agreement). For the avoidance of doubt, the Company’s exercise of any right to seek specific performance or other equitable relief pursuant to the terms of this Agreement shall not affect the Company’s right to collect the Termination Fee (it being understood that in no event shall the Company be entitled both to specific performance to cause Buyer to consummate the Merger and payment of the Termination Fee); provided, that, under no circumstances (other than with respect to liability that results from the Fraud under this Agreement or the Equity Purchase Agreement prior to the valid termination of this Agreement) will the Company be entitled to receive both an award of monetary damages in connection with Buyer’s termination pursuant to Section 9.3(c7.5(a) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale and payment of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")Termination Fee. (iiic) Sellers If the Buyer fails to promptly pay any amounts due pursuant Section 7.5(a) and, in order to obtain such payment, the Company commences a suit that results in a final and non-appealable judgment against the Buyer, for payment of amounts owed pursuant to the applicable section of this Section 7.5(b), then the Buyer shall pay to the Termination Fee simultaneously Company its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred in connection with such suit, together with interest on such amount at the occurrence prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date that such amounts were required to be paid to the date of a Termination Fee Event without further order actual payment. Buyer shall pay any amount payable pursuant to this Section 7.5(b) by wire transfer of immediately available funds within two (2) Business Days of the Bankruptcy Courtfinal and non-appealable judgment referenced in the immediately preceding sentence to the account(s) designated by the Company. (d) The Parties acknowledge and agree that the agreements contained in this Section 7.5 are an integral part of this Agreement, and that, without these agreements, the Parties would not have entered into this Agreement. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) Each of the Bankruptcy CodeParties further acknowledges that the payment of the amounts specified in this Section 7.5 is not a penalty, but, in each case, is liquidated damages in a reasonable amount that will compensate the Company in the circumstances in which such amounts are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision.

Termination Fee. (a) In the event that this Agreement is terminated by Sellers pursuant to Section 8.1(e) or Section 8.1(f), Buyer shall, promptly and in any event within two (2) Business Days of such termination, pay to Sellers a non-refundable termination fee, without offset or reduction of any kind, in an amount equal to four percent (4%) of the Purchase Price (the “Termination Fee”). Any Termination Fee payable pursuant to this Section 8.3(a) shall be paid by wire transfer of immediately available funds to the accounts specified by Sellers in writing to Buyer. (b) Notwithstanding anything to the contrary in this Agreement, in the event that the Termination Fee is paid pursuant to Section 8.3(a), Buyer shall not have any Liability of any nature whatsoever to Sellers with respect to any breach of this Agreement or the failure of the Closing to occur, other than the liability of Buyer to pay (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection accordance with Section 8.3(a) and (ii) belowany amounts payable under Section 5.26(b) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to this Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"8.3(b); provided, that the Sellers shall not be obligated however, that, if Buyer fails to pay the Termination Fee ifwhen due, prior (A) Buyer shall additionally pay to Sellers interest on the occurrence amount of the Termination Fee Eventfrom the date such payment was required to be made until the date of payment at 10% per annum and (B) if, the Agreement has validly been terminated solely pursuant in order to Section 9.1 by the Company obtain such payment, Sellers commences a suit that results in a judgment against Buyer, Buyer shall reimburse Sellers for their costs and WinStar or pursuant to Section 9.3(aexpenses (including reasonable attorneys’ fees and expenses) or (b) by the Companyincurred in connection with such suit. (iic) A "The Parties hereto acknowledge and agree that the Termination Fee Event" is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Sellers in the occurrence of any circumstances in which the Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the following:consummation of the transactions contemplated hereby, which amount would otherwise be uncertain and incapable of accurate determination. (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or The parties hereto acknowledge and agree that the agreements contained in Section 9.4 (except for 8.2 and this Section 9.4(e) or solely because 8.3 are an integral part of the non-fulfillment of any of the conditions specified in Section 8.3(c)transactions contemplated by this Agreement and that, (e)without these agreements, (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")neither Buyer nor Sellers would enter into this Agreement. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (ia) Sellers agree and acknowledge In the event that Purchaser's and WinStar's negotiation and execution this Agreement is validly terminated pursuant to Section 9.1(h), then promptly upon demand after the date of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources such termination, Seller shall pay to Purchaser such amounts as may be requested by Purchaser and WinStaras may be necessary to reimburse Purchaser from time to time for all of its actual, out-of-pocket, documented costs and that expenses incurred in connection with its pre-funding arrangements to fund the negotiation Aggregate Purchase Price or in connection with liquidating any such pre-funding arrangements, including any legal, consulting, financial advisor and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occursaccounting fees and expenses, in addition to each case incurred in connection with such pre-funding arrangements or in connection with the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), liquidation thereof (the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("“Termination Fee")”) by wire transfer of immediately available funds to one or more accounts designated in writing by Purchaser; provided, however, that the Sellers in no event shall not Seller be obligated required to pay to Purchaser more than $75,000,000 (in the Termination Fee ifaggregate) under or pursuant to this Section 9.3(a). (b) Notwithstanding anything else herein or in any Other PSA, prior to the occurrence payment of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) in the circumstances in which it is payable shall be the sole and exclusive remedy (whether based on contract, equity, tort or (bany other theory) of Purchaser against Seller, its Affiliates and any of its or their respective Representatives for any losses, damages or liabilities suffered or incurred as a result of or under this Agreement or the transactions contemplated by this Agreement or the CompanyOther PSAs, including the failure of the Closing to occur. Purchaser shall not bring any action, suit or other proceeding in connection with any such failure of the Closing to occur. In no event shall Seller be obligated to both specifically perform the terms of this Agreement and pay any monetary damages, including all or a portion of the Termination Fee. (c) The parties hereto acknowledge and agree that (i) in no event shall Seller be required to pay the full Termination Fee on more than one occasion and (ii) A "Termination Fee Event" is the occurrence any payment of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with described in this Section 9.3 is not a penalty but is liquidated damages in a reasonable amount that will compensate Purchaser in the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codecircumstances in which such fee is payable.

Termination Fee. The Purchaser shall pay to the Company, by wire transfer of immediately available funds, as liquidated damages and not a penalty, an amount equal to ten million dollars (i$10,000,000) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution (the “Termination Fee”) by the second (2nd) Business Day after the date on which this Agreement is terminated by the Stakeholder Representative pursuant to (x) Section 11.1(f) (if Purchaser is then in breach of the Agreement have resulted from a substantial investment covenants and agreements set forth in Section 8.5) or (y) Section 11.1(b) (if Purchaser is then in breach of management time the covenants and have required significant commitment of financial and other resources agreements set forth in Section 8.5), or by the Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a11.1(d), if (a) at the Sellers shall pay $2.5 million time of such termination pursuant to Section 11.1(b) or Section 11.1(d), respectively, a closing condition in Section 9.1(b) (Waiting Periods) and/or Section 9.1(c) (No Prohibition) (in the case of Section 9.1(c) (No Prohibition), as a result of, relating or pursuant to or arising from any antitrust regulatory Law) (each of the foregoing terminations, a “Qualifying Termination”) has not been satisfied and (b) immediately prior to such termination, all other conditions set forth in Section 9.1 (Conditions to the Obligations of Purchaser) are satisfied or waived or capable of being satisfied (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing). The Termination Fee shall be paid to the account(s) designated in writing by the Company at least one (1) Business Day in advance. If Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated fails to promptly pay the Termination Fee ifas contemplated by this Section 11.3 when due, prior to then Purchaser shall also be liable for any reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the occurrence of the Termination Fee EventSeller, Holdings, the Agreement has validly been terminated solely pursuant to Section 9.1 by Stakeholder Representative and the Company in connection with any Action to enforce the Stakeholder Representative’s and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is ’s rights under this Section 11.3. For the occurrence avoidance of any doubt, the obligations of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense survive the termination of Sellers under sections 503(b) and 507(a)(1) this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 12.13 (Enforcement), each of the Bankruptcy Codeparties expressly acknowledges and agrees that (i) in the event of a Qualifying Termination, the Company’s right to receive payment of the Termination Fee pursuant to this Section 11.3 and any other amounts payable to Seller, Holdings, the Stakeholder Representative and the Company under this Section 11.3 shall constitute the sole and exclusive remedy of Seller, the Stakeholder Representative, Holdings, the Company, or any of their respective Affiliates against Purchaser or any of its Affiliates for all losses and damages in respect of this Agreement or the transactions contemplated by this Agreement, and (ii) upon payment of the Termination Fee and such other amounts to Seller, Holdings, the Stakeholder Representative and the Company pursuant to this Section 11.3, none of Purchaser or its Affiliates shall have any further liability to Seller, Holdings, the Stakeholder Representative, the Company or any of their respective Affiliates relating to or arising out of this Agreement or the transactions contemplated by this Agreement, other than with respect to Section 8.3(a) (Confidentiality). Notwithstanding anything herein to the contrary, under no circumstances will the amount payable by Purchaser or any of its Affiliates to Seller, Holdings, the Stakeholder Representative, the Company or any of their respective Affiliates in the event of a termination of this Agreement exceed an amount equal to the Termination Fee plus the other amounts payable pursuant to this Section 11.3.

Termination Fee. (a) If this Agreement is terminated by Buyer or the Company pursuant to Section 9.1(a)(iv) or Section 9.1(a)(v), and, as of the time of such termination, the only conditions to Closing set forth in Article VIII that have not been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, so long as such conditions would reasonably have been capable of being satisfied if the Closing were to occur on the date the notice of termination is delivered) are those set forth in Section 8.1(a) or Section 8.1(b) (but in the case of Section 8.1(b), solely with respect to a Restraint or Law in respect of an Antitrust Law), then, within five (5) Business Days following such termination, Buyer shall cause to be paid to the Company the Termination Fee. (b) Any Termination Fee due and payable by Buyer under this Section 9.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by the Company. For the avoidance of doubt, the Termination Fee, as applicable, shall be payable by Buyer only once and not in duplication even though a termination fee may be payable by Buyer under one or more provisions hereof. (c) To the extent Buyer fails to pay (or fails to cause to be paid) to the Company the Termination Fee when due in accordance with this Section 9.3 and the Company initiates a Proceeding against Buyer to recover such Termination Fee, if such Proceeding results in a judgment in favor of the Company for the payment of the Termination Fee, Buyer shall pay to the Company: (i) Sellers agree all reasonable out-of-pocket costs and acknowledge that Purchaser's and WinStar's negotiation and execution expenses incurred by the Company in connection with the enforcement of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of its rights under this Agreement have provided value (including with respect to Sellers. Therefore, if a Termination Fee Event (as defined in subsection such Proceeding) and (ii) belowinterest on the unpaid Termination Fee from the date due under Section 9.3(a) occursuntil the date of payment at a rate of 10% per annum, accruing daily. (d) The parties agree that if the Termination Fee becomes payable by, and is paid by, Buyer, then such Termination Fee shall be the Company’s and Sellers’ sole and exclusive remedy for damages against Buyer and its Affiliates and Applicable Representatives in addition connection with this Agreement, and in no event will the Company or any other person seek to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as recover any other money damages or seek any other remedy based on a termination fee ("Termination Fee")claim in law or equity for any reason in connection with this Agreement; provided, that the Sellers nothing contained herein shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar relieve Buyer from liability for Fraud or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any willful and material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")breach. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution In the event of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution termination of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar by PKI pursuant to Section 9.7(a6.1(c) as a result of a material breach by Buyer of any of its agreements or covenants contained in this Agreement or Section 6.1(f) (or pursuant to Section 6.1(e) under circumstances in which PKI would have been entitled to terminate the Agreement pursuant to Section 6.1(c) as a result of a material breach by Buyer of any of its agreements or covenants contained in this Agreement or Section 6.1(f)), the Sellers Buyer shall pay $2.5 million pay, or cause to the Purchaser as be paid, to PKI a termination fee ("the “Buyer Termination Fee"”) of $75,000,000. The Buyer Termination Fee payable pursuant to this Section 6.3(a) shall be paid by wire transfer of same-day funds as promptly as reasonably practicable (and, in any event, within two Business Days following such termination); provided, . (b) The parties acknowledge and hereby agree that the Sellers shall not be obligated to pay the Buyer Termination Fee if, prior as and when required to be paid in accordance with this Section 6.3, shall not constitute a penalty but represents liquidated damages, in a reasonable amount that will compensate the PKI in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The parties acknowledge and hereby agree that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. For the avoidance of doubt, none of the Buyer Related Parties (other than Buyer, pursuant to, in accordance with and to the occurrence extent permitted by the terms hereof and the Sponsors, pursuant to, in accordance with and to the extent permitted by the Sponsor Guarantee) will have any liability to any Person, including any PKI Related Party relating to or arising out of this Agreement, the Financing or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether in equity or at law, in tort, contract or otherwise, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any Law or otherwise. (c) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is validly terminated and the Buyer Termination Fee is paid in full pursuant to this Section 6.3, such payment of the Buyer Termination Fee Eventand any Financing Cooperation Costs and/or Collection Costs shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of PKI, its Subsidiaries, each other Seller and any of their respective Non-Party Affiliates (collectively, the Agreement has validly been terminated solely “PKI Related Parties”) against Buyer, any of its subsidiaries, the Debt Financing Sources, or any of their respective Non-Party Affiliates (collectively, the “Buyer Related Parties”) for all losses, damages, liabilities, obligations, costs or expenses (“Losses”) in respect of or relating in any way to this Agreement, the Commitment Letters or the Sponsor Guarantee, the performance hereof or thereof including any breach (whether a Buyer Willful Breach, material breach or otherwise) of any representation, warranty, covenant or agreement or otherwise in respect of or relating in any way to this Agreement, the Commitment Letters or the Sponsor Guarantee or any oral representation made or alleged to be made in connection herewith or therewith or the transactions contemplated hereby or thereby (including the abandonment or termination thereof or the failure of the Closing to occur), in each case, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Buyer, by the enforcement of any assessment or by any Proceeding, by virtue of any Law, pursuant to any theory of law or equity, in contract, in tort or otherwise) (such agreements and related matters, collectively, the “Transaction-Related Matters”) and upon payment of the Buyer Termination Fee to PKI pursuant to Section 9.1 by 6.3(a), none of the Company Buyer Related Parties shall have any liability or obligation of any nature whatsoever to PKI or any other PKI Related Party for any Transaction-Related Matter (other than the obligation to pay any Financing Cooperation Costs and/or Collection Costs) and WinStar neither PKI nor any other PKI Related Party shall bring any Proceeding or otherwise seek to recover any other Losses against any Buyer or any other Buyer Related Party for any Transaction-Related Matter (other than the obligation to pay any Financing Cooperation Costs and/or Collection Costs). Further, each of the parties to this Agreement expressly acknowledges and agrees that under no circumstances shall (A) the maximum aggregate liability of Buyer (and Sponsors in accordance with, and subject to the limitations in, the Sponsor Guarantee) for all Transaction-Related Matters exceed an amount equal to the Buyer Termination Fee plus the amount of any Financing Cooperation Costs and/or Collection Costs (the “Cap”), (B) any PKI Related Party seek or be entitled to recover any money damages in excess of the Cap, (C) any PKI Related Party bring any Proceeding or otherwise seek to recover any Losses against any Buyer Related Party (other than Buyer and the Sponsors (pursuant to, and subject to Section 9.3(athe limitations in, the Sponsor Guarantee)) for any Transaction-Related Matter or (bD) by any Buyer Related Party (other than Buyer and the CompanySponsors (pursuant to, and subject to the limitations in, the Sponsor Guarantee)) have any liability or obligation of any nature whatsoever to any PKI Related Party for any Transaction-Related Matter. (d) While PKI may pursue both a grant of specific performance in accordance with Section 9.13 and the payment of the Buyer Termination Fee under Section 6.3(a), under no circumstances shall any Person or Persons (whether acting together or separately and whether in one or separate Proceedings), including any PKI Related Party, be permitted or entitled to receive in connection with this Agreement both (i) a grant of specific performance to require the Financing to be funded or Buyer to consummate the Closing and (ii) A "the payment of the Buyer Termination Fee Event" is the occurrence or monetary damages of any of the following: kind (other than (A) The termination the amount of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or Financing Cooperation Costs and/or Collection Costs and (B) The execution by solely to the extent Closing occurs, solely with respect to any post-Closing obligations of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"Buyer). (iiie) Sellers The Parties acknowledge that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Buyer fails to timely pay any amount due pursuant to this Section 6.3, and, in order to obtain the payment, PKI commences a Proceeding which results in a judgment against Buyer for the payment set forth in this Section 6.3, such paying party shall pay the Termination Fee simultaneously other party or parties, as applicable, its or their reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Proceeding, together with interest on such amount at the occurrence of a Termination Fee Event without further order prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received (collectively, the “Collection Costs”). (f) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Bankruptcy CourtBuyer Related Parties and their respective successors, permitted assigns, heirs and legal representatives. Sellers' obligation to pay The parties agree that the Termination Fee shall constitute an administrative expense Buyer Related Parties are express third-party beneficiaries of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codethis Section 6.3.

Termination Fee. (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of If this Agreement have provided value is validly terminated by Seller pursuant to Sellers. Therefore(A) Section 8.1(g), if a Termination Fee Event (as defined in subsection B) Section 8.1(c), or (iiC) belowSection 8.1(e) occurs, in addition to and at the Expense Reimbursement payable to Purchaser and WinStar time of such termination pursuant to Section 9.7(a8.1(e) Seller had the right to validly terminate this Agreement pursuant to (x) Section 8.1(c), or (y) Section 8.1(g), then Purchaser will pay the Sellers Target Companies an amount equal to 5% of the Enterprise Value (the “Termination Fee”) by wire transfer of immediately available funds within three (3) Business Days after the date of such termination. Without limiting Seller’s right to obtain an award of specific performance permitted by, and subject to, Section 10.16, including the limitations set forth in Section 10.16, solely for purposes of establishing the basis of the amount thereof, and without in any way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is payable, it is agreed by the parties hereto that the Termination Fee is a liquidated damage, and not a penalty. If, in order to obtain the Termination Fee, the Target Companies commence a Claim that results in a final judgment (and following the expiration of all times for appellate review) in favor of the Target Companies or their Affiliates for the payment of the Termination Fee, Purchaser shall pay $2.5 million (x) to the Purchaser as a termination fee Target Companies their out-of-pocket fees, costs and expenses ("including reasonable attorneys’ fees and expenses) incurred in connection with such Claim (the “Termination Fee Claim Expenses”) and (y) to the Target Companies the Termination Fee", plus interest at the prime rate of interest reported in The Wall Street Journal in effect on the date such payment was required to be made hereunder through the date of payment (such interest payment, together with the Termination Fee Claim Expenses, the “Enforcement Costs”); provided. Notwithstanding anything to the contrary set forth herein, that but subject in all respects to the Sellers provisions of Section 10.16(b), Seller and the Target Companies may pursue the remedies permitted pursuant to Section 10.16 at any time, and any election to pursue such remedies shall not be obligated in no way modify or amend the obligations of Purchaser to pay the Termination Fee if, prior and/or the Enforcement Costs pursuant to this Section 8.4. Purchaser acknowledge and agree that the occurrence agreements contained in this Section 8.4 are an integral part of the Termination Fee Eventtransactions contemplated hereby, and that without these agreements, Seller and the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the CompanyTarget Companies would not have entered into this Agreement. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) In the event that (i) Sellers agree the conditions set forth in Section 7.1(a) (where such Government Order arises under the HSR Act, the ▇▇▇▇▇▇▇ Act, the Federal Trade Commission Act, or the ▇▇▇▇▇▇▇ Act), Section 7.1(b), Section 7.1(c) or Section 7.1(d) are not satisfied and acknowledge (ii) this Agreement is terminated (x) by Seller pursuant to Section 10.1(c) due to Buyer’s breach of Section 6.5(c), or (y) by either Seller or Buyer pursuant to Section 10.1(b) at a time when this Agreement may have been terminated by Seller pursuant to Section 10.1(c) due to Buyer’s breach of Section 6.5(c), then Buyer shall, promptly and in any event within five (5) Business Days of such termination, pay the Company a non-refundable termination fee, without offset or reduction of any kind, in an amount of $220,000,000 (the “Buyer Termination Fee”), it being understood that Purchaser's and WinStar's negotiation and execution in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. Any amount that becomes payable pursuant to this Section 10.3(a) shall be paid by wire transfer of immediately available funds to an account or accounts that have been designated by Seller. (b) In the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and event that the negotiation and execution Buyer Termination Fee is paid pursuant to Section 10.3(a), Buyer shall not have any liability of any nature whatsoever to Seller with respect to any breach of this Agreement have provided value or the failure of the Closing to Sellers. Thereforeoccur, if a other than the liability of Buyer to pay (i) the Buyer Termination Fee Event (in accordance with Section 10.3(a), as defined in subsection applicable, or (ii) below) occurs, in addition to the Expense Reimbursement any amounts payable to Purchaser and WinStar pursuant to under Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"6.14 or this Section 10.3(b); provided, that the Sellers shall not be obligated however, that, if Buyer fails to pay the Buyer Termination Fee when due, (A) Buyer shall additionally pay to Seller interest on the amount of the Buyer Termination Fee from the date such payment was required to be made until the date of payment at a rate per annum (calculated daily on the basis of a year of 365 days and the actual number of days elapsed) equal to the rate then-payable on U.S. government treasury bills with a maturity of three months on the date such payment was required to be made and (B) if, prior in order to the occurrence of the Termination Fee Eventobtain such payment, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company Seller commences an Action that results in a judgment against ▇▇▇▇▇, Buyer shall reimburse Seller for its costs and WinStar or pursuant to Section 9.3(aexpenses (including reasonable attorneys’ fees and expenses) or (b) by the Companyincurred in connection with such Action. (iic) A "Seller and ▇▇▇▇▇ acknowledge and agree that the Buyer Termination Fee Event" is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller in the occurrence of any circumstances in which the Buyer Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the following:consummation transactions contemplated by this Agreement, which amount would otherwise be uncertain and incapable of accurate determination. (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or ▇▇▇▇▇▇ and ▇▇▇▇▇ acknowledge and agree that the agreements contained in this Section 9.4 (except for Section 9.4(e) or solely because 10.3 are an integral part of the non-fulfillment of any of the conditions specified in Section 8.3(c)transactions contemplated by this Agreement, (e)and that, (g)without these agreements, (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")neither Buyer nor Seller would enter into this Agreement. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (a) Buyer shall pay to the Company a nonrefundable fee of $250,000,000 (the “Termination Fee”) if this Agreement is terminated: (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution by Buyer or Seller pursuant to Section 7.1(b) or 7.1(e) and, at the time of such termination, all of the Agreement conditions set forth in Section 6.2 shall have resulted from a substantial investment of management time and have required significant commitment of financial and other resources been satisfied or, to the extent permitted by Purchaser and WinStar, and that the negotiation and execution of this Agreement have and applicable Law, waived (other than (A) the conditions set forth in Section 6.2(e) or (B) any conditions that by their nature can be satisfied only on the Closing Date, provided value to Sellers. Therefore, that such conditions were capable of being satisfied if a Termination Fee Event (as defined in subsection the Closing and the Closing Date had occurred on the date of such termination); (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar by Seller pursuant to Section 9.7(a)7.1(c) based on a breach by Buyer of its covenants or agreements under Section 5.3; or (iii) by Seller or Buyer for any other reason at a time when Seller or Buyer could have terminated this Agreement as described in clause (i) or (ii) above. Notwithstanding the foregoing, the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers Buyer shall not be obligated required to pay any amount pursuant to this Section 7.3(a) in the event that a breach of any representation, warranty, covenant or agreement made by Seller or the Company in this Agreement is the primary cause of the failure of the conditions set forth in Section 6.1 or 6.2(e) to be satisfied. The Termination Fee shall be paid by wire transfer to an account to be specified by Seller of same-day funds within two (2) Business Days after termination pursuant to the preceding sentence. In no event shall Buyer be required to pay the Termination Fee if, prior on more than one occasion. The parties agree that the agreements contained in this Section 7.3 are an integral part hereof and that the Termination Fee constitutes liquidated damages and not a penalty. (b) Notwithstanding anything to the occurrence contrary in this Agreement, in any circumstance in which this Agreement is terminated and Seller has the right to receive payment of the Termination Fee, the payment of the Termination Fee Eventshall be the sole and exclusive remedy of Seller, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar their respective Affiliates and Representatives against Buyer and its Affiliates and Representatives for any Damages suffered as a result of the failure of the transactions contemplated by this Agreement or pursuant for a breach of, or failure to Section 9.3(a) perform under, this Agreement or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of the following: (A) The termination such amounts, Buyer and its Affiliates and Representatives shall have no further liability or obligation relating to or arising out of this Agreement pursuant to Section 9.3(c) Agreement, whether in equity or (d) at law, in contract, in tort or Section 9.4 (except for Section 9.4(e) or solely because otherwise. For the avoidance of the non-fulfillment of any of the conditions specified in Section 8.3(c)doubt, (e), (g), (i), (j), (kx) or (l) which non- fulfillment is not caused by any act or omission the payment of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute be the sole and exclusive remedy of Seller, Holdco the Company and their respective Affiliates against Buyer and its Affiliates and Representatives for any Damages suffered as a result of Buyer’s breach of Section 5.3 and (y) nothing herein shall limit the ability of Seller or the Company to seek specific performance pursuant to Section 10.9 prior to the termination of this Agreement. (c) If the Company or Seller commences an administrative expense Action in order to obtain payment of Sellers under sections 503(bthe Termination Fee or any portion thereof pursuant to this Section 7.3, and such Action results in a final and non-appealable judgment against Buyer for the payment of the Termination Fee or any portion thereof pursuant to this Section 7.3, Buyer shall pay to the Company (i) the reasonable and 507(a)(1documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket fees and expenses of counsel) of the Bankruptcy CodeCompany or Seller, as applicable, in connection with such Action and (ii) interest on the amount payable pursuant to such judgment, compounded quarterly, at the prime lending rate prevailing during such period as published in the Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. If the Company or Seller commences an Action in order to obtain payment of the Termination Fee or any portion thereof pursuant to this Section 7.3, and such Action results in a final and non-appealable judgment against the Company or Seller, Seller shall pay to Buyer the reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket fees and expenses of counsel) of Buyer in connection with such Action.

Termination Fee. (ia) Sellers The Parties agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Thereforethat, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of validly terminates this Agreement pursuant to (i) Section 9.3(c8.1(c), (ii) or Section 8.1(e) and in the case of this clause (dii), (A) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any all of the conditions specified in precedent to Buyer’s obligations to consummate the Closing under Section 8.3(c)7.1 have been satisfied (other than any such conditions which by their nature are to be satisfied on the Closing Date or which have not been satisfied due to Buyer’s breach of its obligations under this Agreement) and continue to be satisfied (or capable of being satisfied) on the date the Closing is required to be consummated by Buyer pursuant to the terms of this Agreement, (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution the Sellers irrevocably certify to Buyer in writing that they are ready, willing and able to consummate the Closing on the End Date and (C) Buyer fails to consummate the Closing within two (2) Business Days following receipt of such written confirmation, or (iii) Section 8.1(f), Buyer shall pay each Seller its Pro Rata Share of a termination fee equal to $51,600,000.00 (the “Buyer Termination Fee”) by wire transfer of immediately available funds as promptly as reasonably practicable (and in any event, within five (5) Business Days of such termination), it being understood that (x) in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion, (y) in no event shall Sellers and the Company be entitled to both an award of specific performance of Buyer’s obligations to consummate the Closing under Section 10.10 and monetary damages in connection with this Agreement or any termination of this Agreement, including the Buyer Termination Fee, and (z) the parties agree that the Buyer Termination Fee is not a penalty, Buyer will not assert any argument to the effect that payment of the Sellers, Buyer Termination Fee is contrary to public policy or that there are equitable reasons why it should not be paid under any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"circumstance requiring its payment under this section 8.2(a). (iiib) Notwithstanding anything to the contrary in this Agreement, in the event Buyer fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder, then, except for an order of specific performance as and only to the extent expressly permitted by Section 10.10, Sellers’ and the Company’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against Buyer, Sponsor, any Committed Financing Party, and any of their respective former, current or future Affiliates or representatives in respect of this Agreement, any contract or agreement executed in connection herewith (including the Debt Commitment Letters) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this Article VIII and collect, if due, the Buyer Termination Fee, and upon payment of such amounts in accordance with this Section 8.2, except in connection with an order of specific performance as and only to the extent expressly permitted by Section 10.10, (A) none of Buyer, Sponsor, the Committed Financing Parties, or any of their respective former, current or future Affiliates or representatives shall have any further liability or obligation relating to or arising out of this Agreement, any Contract executed in connection herewith (including the Debt Commitment Letters) or any of the transactions contemplated hereby or thereby, (B) none of Sellers, the Company, the Subsidiaries of the Company or any of their respective former, current or future Affiliates or representatives shall be entitled to bring or maintain any action or proceeding against Buyer, Sponsor, the Committed Financing Parties, or any of their respective former, current or future Affiliates or representatives arising out of or in connection with this Agreement, any Contract executed in connection herewith (including the Debt Commitment Letters) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, and (C) Sellers and the Company shall pay use their commercially reasonable efforts to cause any Litigation pending in connection with this Agreement, any Contract executed in connection herewith (including the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order Debt Commitment Letters) or any of the Bankruptcy Court. Sellers' obligation transactions contemplated hereby or thereby, to pay be dismissed with prejudice promptly following the Termination Fee shall constitute an administrative expense payment of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codeany such amounts.

Termination Fee. (a) In the event this Agreement is terminated: (i) Sellers agree (A)(1) by Buyer or Seller pursuant to Section 6.01(e) at a time when a condition set forth in Section 2.01(a) or Section 2.01(b) (to the extent such Order or Law arises under any Antitrust Law) has not been satisfied or (2) by Buyer or Seller pursuant to Section 6.01(d) in respect of an Order or Law to the extent such Order or Law resulting in the failure of such condition to be satisfied arises under any Antitrust Law and acknowledge that Purchaser's and WinStar's negotiation and execution (B) at the time of such termination, all of the Agreement conditions to Closing set forth in Section 2.01 and Section 2.02 have resulted from a substantial investment been satisfied (other than (x) the condition set forth in Section 2.01(a) or the condition set forth in Section 2.01(b) to the extent such Order or Law resulting in the failure of management time such condition to be satisfied arises under any Antitrust Law and have required significant commitment of financial and other resources (y) conditions that by Purchaser and WinStartheir nature are to be satisfied at the Closing but which conditions would, and that in the negotiation and execution case of this Agreement have provided value to Sellers. Thereforeclause (y), be satisfied if a Termination Fee Event (as defined in subsection the Closing occurred on the date of termination), or (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar by Seller pursuant to Section 9.7(a6.01(f), then, Buyer shall pay, or cause to be paid, to Seller or its designee (no later than three (3) Business Days after the Sellers shall pay $2.5 million date of such termination) the Termination Fee by wire transfer of immediately available funds to one or more bank accounts designated by Seller. Notwithstanding anything to the Purchaser as a termination fee contrary contained in this Agreement, ("Termination Fee"); provided, that the Sellers i) in no event shall not Buyer be obligated required to pay the Termination Fee if, prior on more than one occasion and (ii) in the event of a termination pursuant to the occurrence of foregoing sentence, Seller acknowledges and agrees that, other than as set forth in Section 5.23(b), the Termination Fee Eventand the Collection Costs shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Seller, the Company, its Affiliates or any of their respective current, former or future direct or indirect Affiliates, equityholders, partners, managers, members, controlling persons, officers, directors, employees, agents, representatives, successors or assignees (collectively, the “Seller Releasing Parties”) against Buyer, its Affiliates or any other Person (including any of Buyer’s financing sources (including the Debt Financing Sources), any of their respective Affiliates or any of their respective current, former or future direct or indirect Affiliates, equityholders, partners, managers, members, controlling persons, officers, directors, employees, agents, representatives, successors or assignees) in connection with this Agreement has validly been terminated solely pursuant to Section 9.1 by (including the Company and WinStar or pursuant to Section 9.3(aDebt Financing) or the transactions contemplated hereby (bincluding with respect to any breach (whether a willful and material breach, intentional breach or otherwise) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of representation, warranty, covenant or agreement or otherwise made in connection with this Agreement pursuant to Section 9.3(c(including the Debt Financing) or (d) any oral representation made or Section 9.4 (except for Section 9.4(e) alleged to be made in connection herewith or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"therewith). (iiib) Sellers The parties hereto acknowledge that the agreements contained in this Section 6.03 are an integral part of the transactions contemplated hereunder, and that without these agreements, the parties hereunder would not have entered into this Agreement. Accordingly, if Buyer fails to reasonably promptly pay the amount due pursuant to this Section 6.03, and, in order to obtain such payment, Seller commences an Action that results in a judgment in its favor for such payment, Buyer shall pay to Seller its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Action, together with interest on the amount of such payment from the date such payment was required to be made until the date of payment at a rate per annum equal to the prime interest rate published in The Wall Street Journal on the date such interest begins accruing (such costs, expenses and interest, collectively, the “Collection Costs”). (c) Solely for the purposes of establishing the basis for the amount thereof, it is agreed that the Termination Fee simultaneously with is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Seller in the occurrence of a Termination Fee Event without further order circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the Bankruptcy Courtconsummation of the transactions contemplated hereunder, which amount would otherwise be impossible to calculate with precision. Sellers' Notwithstanding anything herein to the contrary, if this Agreement is terminated in circumstances as described in Section 6.03(a) giving rise to Buyer’s obligation to pay the Termination Fee shall constitute an administrative expense of Sellers to Seller, (i) except for amounts payable under sections 503(b) and 507(a)(1) Section 5.23(b), in no event will any of the Bankruptcy CodeSeller Releasing Parties be entitled to recover damages in excess of, and the maximum aggregate liability of Buyer for damages in connection with this Agreement (including the Debt Financing) or the transactions contemplated hereby, shall be limited to the sum of the Termination Fee and the Collection Costs (the “Buyer Liability Limitation”), and no Seller Releasing Party shall in connection with this Agreement or the transactions contemplated hereby be entitled to seek or obtain, nor shall it permit any of its representatives or any other Person on its or their behalf to seek or obtain, any recovery or award or any damages of any kind in excess of the Buyer Liability Limitation against Buyer or any other Person (including any Debt Financing Source, any of their respective Affiliates or any of their respective current, former or future direct or indirect Affiliates, equityholders, partners, managers, members, controlling persons, officers, directors, employees, agents, representatives, successors or assignees), and (ii) each of the Seller Releasing Parties hereby waives any right to seek and releases (and the Company and Seller will cause each of the Seller Releasing Parties to waive and release) Buyer and such other Persons for liability for damages in excess of the Buyer Liability Limitation except that Buyer shall remain obligated pursuant to the Confidentiality Agreement in accordance with its terms and for any obligations pursuant to Section 5.23(b). For the avoidance of doubt, Seller may pursue both a grant of specific performance and the payment of the Termination Fee, but under no circumstances will Seller be permitted or entitled to receive both a grant of specific performance to cause the Closing to be consummated and the Termination Fee.

Termination Fee. If this Agreement is validly terminated by the (ix) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution Representative pursuant to clause (iv) of Section 10.1 as a result of the Agreement have resulted from a substantial investment Purchaser having materially breached or failed to perform any of management time if its covenants and have required significant commitment agreements in Section 7.13(a) or has otherwise breached of financial and other resources by Purchaser and WinStar, and that the negotiation and execution failed to perform any of its obligations under this Agreement have provided value and such breach of failure results in the inability to Sellers. Thereforeconsummate the Purchaser Common Stock Offering, if a Termination Fee Event or (as defined in subsection (iiy) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to clause (v) of Section 9.7(a)10.1, the Sellers shall have complied with their obligations under Section 7.13(b), and all other conditions to Closing have been satisfied or waived (other than those that by their terms are to be satisfied by deliveries made at the Closing, each of which would be satisfied if the Closing Date were the date of such termination), then the Purchaser shall pay $2.5 million or shall cause to be paid to the Purchaser as a termination fee Sellers ("or their designee(s)) an aggregate amount equal to $1,200,000 (the “Termination Fee"”); provided. If Termination Fee is payable, the Purchaser shall pay such amount to the Sellers (or their designee(s)) in immediately available funds within five (5) Business Days after the date that this Agreement is terminated. Notwithstanding anything else to the contrary in this Agreement, if the Sellers shall be entitled to the payment of the Termination Fee, the Termination Fee shall be the Sellers’ sole and exclusive remedy and recourse against the Purchaser, and the Sellers shall have no other claim or cause of action whatsoever against the Purchaser or any of its Affiliates under this Agreement or in respect of any of the transactions contemplated hereby, whether at law or at equity. For the avoidance of doubt, (A) Sellers’ receipt of the Termination Fee (if payable) shall constitute liquidated damages and the maximum aggregate liability of the Purchaser for damages in connection with this Agreement shall be limited to the Termination Fee (if payable) and neither any Seller nor the Representative shall seek or obtain, nor shall it permit any of its Representatives or any other Person on its or their behalf to seek or obtain, nor shall any Person be entitled to seek or obtain, any recovery or award or any damages of any kind (including damages for the loss of the benefit of the bargain, opportunity cost, loss of premium, time value of money or otherwise, or any consequential, special, expectancy, indirect or punitive damages), in the aggregate, in excess of the Termination Fee against the Purchaser and (B) the Representative will be entitled to seek specific performance of this Agreement to the extent permitted by Section 11.9 prior to terminating this Agreement and triggering payment of the Termination Fee but Sellers shall not be obligated entitled to pay both specific performance to cause the Termination Fee if, prior Closing to the occurrence occur pursuant to Section 11.9 and payment of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the CompanyFee. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.

Termination Fee. (ia) Sellers agree and acknowledge In the event that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of Seller validly terminates this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a9.01(d) or Section 9.01(f), and at the Sellers time of, or prior to, such termination Seller would have been entitled to terminate this Agreement pursuant to Section 9.01(d) or Section 9.01(f), Buyer shall promptly and in any event within ten (10) Business Days of such termination, pay Seller a non-refundable termination fee, without offset or reduction of any kind, in an amount of $2.5 million to 25,000,000 (the Purchaser as a termination fee ("“Termination Fee"”); provided, that the Sellers . Any Termination Fee payable pursuant to this Section 9.03(a) shall not be obligated paid by wire transfer of immediately available funds to one or more accounts specified by Seller in writing to Buyer. In no event shall Buyer be required to pay the Termination Fee if, prior on more than one occasion. (b) Notwithstanding anything to the occurrence of contrary in this Agreement, in the event that the Termination Fee Event, the Agreement has validly been terminated solely is paid pursuant to Section 9.1 by 9.03(a), Buyer shall not have any liability of any nature whatsoever to Seller with respect to any breach of this Agreement, the Company Commitment Letters or the Guaranty (and WinStar or pursuant to Section 9.3(athe termination hereof) or the failure of the Closing to occur, other than the liability of Buyer to pay (bi) by the Company. Termination Fee in accordance with Section 9.03(a) and (ii) A "Termination Fee Event" is any amounts payable under Section 5.18(b), and such payments shall be the occurrence sole and exclusive remedy under this Agreement as liquidated damages for any and all losses or damages of any of nature suffered or incurred by Seller or the following: (A) The termination of this Agreement pursuant to Section 9.3(c) Group Companies or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of their Affiliate in connection with this Agreement, the conditions specified in Section 8.3(c)Commitment Letters, (e)the Guaranty, (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellersother Transaction Documents, or any trustee in bankruptcy for any of the Sellerstransactions contemplated hereby or thereby; provided, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellershowever, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation that if Buyer fails to pay the Termination Fee when due, (A) Buyer shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) additionally pay to Seller interest on the amount of the Bankruptcy CodeTermination Fee from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum and (B) if, in order to obtain such payment, Seller commences an Action that results in a judgment against Buyer, Buyer shall reimburse Seller for its costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Action. Seller and ▇▇▇▇▇ acknowledge and agree that the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which the Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be uncertain and incapable of accurate determination. (c) From and after payment to Seller of the Termination Fee, (i) neither Buyer, nor the Equity Financing sources nor any of Buyer’s Affiliates or Representatives nor the parties to the Commitment Letters, the parties to the Guaranty, the Debt Financing Source Related Party nor any of their respective Affiliates or any of their respective former, current or future general or limited partners, equityholders, managers, members, directors, officers, agents or other Representatives shall have any liability to Seller, the Group Companies, or any of their respective Affiliates (or any other Person) relating to or arising out of this Agreement or the other Transaction Documents under any theory of law or equity or in respect of any representations, warranties or other agreements made or alleged to be made in connection herewith or therewith, through Buyer or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Buyer against any of its Affiliates or Representatives, or the Equity Financing sources, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise, and (ii) none of Seller, the Group Companies nor any Affiliate of the foregoing, nor any other Person (other than Buyer) shall be entitled to bring or maintain any Action against Buyer, any of its Affiliates or Representatives, or the Equity Financing sources arising out of this Agreement, the other Transaction Documents or any of the transactions contemplated hereby or thereby or any matters forming the basis for such termination. Under no circumstances shall the Group Companies or Seller be permitted or entitled to receive both a grant of specific performance resulting in the Closing and payment of the Termination Fee. (d) ▇▇▇▇▇ and Seller acknowledge and agree that the agreements contained in Section 9.02 and Section 9.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither Buyer nor Seller would enter into this Agreement.

Termination Fee. (a) In the event that this Agreement is validly terminated by Seller or Buyer (i) Sellers agree pursuant to Section 8.1(d) and acknowledge that Purchaser's and WinStar's negotiation and execution at the time of such termination, one or more of the Agreement conditions to Closing set forth in Section 7.1(a) or Section 7.1(b) (to the extent related to any applicable Competition Law (other than any Foreign Investment Law)) have resulted from not been satisfied or waived, but all other conditions to Closing set forth in Article 7 have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, which conditions would be capable of being satisfied at such time) and, solely in the case of such a substantial investment termination by ▇▇▇▇▇, so long as the failure of management time and have required significant commitment the Transactions to be consummated on or before the Termination Date was not primarily caused by a material breach by Seller of financial and other resources by Purchaser and WinStarany of its covenants or agreements under this Agreement, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a8.1(e) (to the extent related to any applicable Competition Law (other than any Foreign Investment Law)) and, solely in the case of such a termination by Buyer, so long as the issuance of the Government Order was not primarily caused by a material breach by Seller of any of its covenants or agreements under this Agreement, or (iii) pursuant to Section 8.1(c) (solely with respect to any material breach of Section 6.4 on the part of Buyer), then, promptly, but in any event within three (3) Business Days after the Sellers date of such termination, Buyer shall pay or cause to be paid to Seller an amount in cash equal to seventy-five million dollars ($2.5 million to 75,000,000) (the Purchaser as a termination fee ("“Termination Fee"); provided”) by wire transfer of immediately available funds, in accordance with wire instructions provided to Buyer by Seller. (b) The Parties acknowledge and agree that the Sellers shall agreements contained in this Section 8.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not be obligated otherwise enter into this Agreement; accordingly, if Buyer fails to pay the Termination Fee if, pursuant to Section 8.4(a) on or prior to the occurrence date such amounts are due hereunder, and, in order to obtain such payment, the Seller commences an Action that results in a final, non-appealable judgment against Buyer for the payment of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 8.4(a), Buyer shall pay, or cause to be paid, to the Seller interest on such amount at an annual rate equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the date such amounts were originally due hereunder which shall accrue from such date through the date such payment is actually delivered to the Seller or its designee, and the costs and expenses (including reasonable attorneys’ fees and expenses incurred by the Company and WinStar Seller in connection with such action or pursuant to Section 9.3(aproceeding) or (b) by the Companycollectively, “Interest”). (iic) A "Termination Fee Event" is Other than in connection with the occurrence of any enforcement of the following: (A) The Confidentiality Agreement, following any termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of in accordance with its terms, in the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment event that Buyer is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation required to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(bpursuant to Section 8.4(a) and 507(a)(1) Buyer timely pays the full Termination Fee, together with any Interest, if applicable, to Seller in accordance with this Section 8.4, payment of such fee shall be the sole and exclusive remedy of Seller and the Seller Parties against Buyer and any Buyer Related Party for any losses, damages or liabilities suffered or incurred as a result of or under this Agreement or the Transactions, including the failure of the Bankruptcy CodeClosing to occur. (d) The Parties acknowledge and agree that (i) in no event shall Buyer be required to pay, or cause to be paid, the Termination Fee on more than one occasion and (ii) any payment of the Termination Fee (together with Interest, if applicable), as applicable, described in this Section 8.4 is not a penalty but is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. The Parties acknowledge and agree that the agreements contained in this Section 8.4 are an integral part of the transactions contemplated under this Agreement and that, without these agreements, the Parties would not enter into this Agreement or otherwise agree to consummate the transactions contemplated by this Agreement.

Termination Fee. (a) If this Agreement is terminated in accordance with (i) Sellers agree (A) Section 12.1(g) or (B) Section 12.1(b) as a result of (x) the condition under Section 9.1(d)(i) or (y) the conditions under both Section 9.1(d)(i) and acknowledge Section 9.1(d)(ii) being the only unsatisfied condition(s) to Closing (other than those conditions that Purchaser's by their terms are to be satisfied at Closing and WinStar's negotiation which are at such time capable of being satisfied), then promptly, but in any event within five (5) Business Days following the Company’s receipt of a Termination Notice from Parent and execution of the Agreement have resulted from a substantial investment of management time Company’s signed acknowledgment and have required significant commitment of financial and other resources by Purchaser and WinStaragreement thereof, and that Parent shall pay or cause to be paid to the negotiation and execution of this Agreement have provided value Seller Representative for further distribution to Sellers. Thereforethe Stockholders (or, if a Termination Fee Event (as defined instructed by the Seller Representative in subsection writing, any assignee) an amount in cash equal to $10,000,000, (ii) below(A) occursSection 12.1(h) or (B) Section 12.1(b) as a result of the condition under Section 9.1(d)(ii) being the only unsatisfied condition to Closing (other than those conditions that by their terms are to be satisfied at Closing and which are at such time capable of being satisfied), then promptly, but in addition any event within five (5) Business Days following the Company’s receipt of a Termination Notice from Parent and the Company’s signed acknowledgment and agreement thereof, Parent shall pay or cause to be paid to the Expense Reimbursement payable Seller Representative for further distribution to Purchaser the Stockholders (or, if instructed by the Seller Representative in writing, any assignee) an amount in cash equal to $20,000,000, (iii) Section 12.1(i), then promptly, but in any event within five (5) Business Days after Parent’s receipt of a Termination Notice from the Company (including a signed acknowledgment and WinStar agreement by the Company pursuant to Section 9.7(a12.3(c)), the Sellers Parent shall pay $2.5 million or cause to be paid to the Purchaser Seller Representative for further distribution to the Stockholders (or, if instructed by the Seller Representative in writing, any assignee) an amount in cash equal to $4,000,000, or (iv) Section 12.1(b), in the event the Initial Termination Date has been extended pursuant to Section 2.3 and the Closing has not occurred by the Initial Termination Date so extended (i.e. September 30, 2025) then promptly, but in any event within five (5) Business Days after Parent or the Company’s receipt of a Termination Notice from such other party (including a signed acknowledgment and agreement by the Company pursuant to Section 12.3(c)), Parent shall pay or cause to be paid to the Seller Representative for further distribution to the Stockholders (or, if instructed by the Seller Representative in writing, any assignee) an amount in cash equal to $20,000,000 (any such fee, as a termination fee ("applicable, the “Termination Fee"”); provided, in each case by wire transfer of immediately available funds to one or more accounts designated in writing by the Seller Representative (or its assignee). The Seller Representative shall have the right to assign its right, subject to the terms and provisions of this Agreement, to receive the Termination Fee to one or more Persons in its sole discretion. (b) The parties acknowledge and agree that the Sellers shall agreements contained in this Section 12.3 are an integral part of the Transactions, and that, without these agreements, the parties would not be obligated otherwise enter into this Agreement. Accordingly, if Parent fails to pay the Termination Fee if, pursuant to Section 12.3(a) on or prior to the occurrence date such amounts are due hereunder, and, in order to obtain such payment, and the Seller Representative or the Company commence an action that results in a final, non-appealable judgment against Parent for the payment of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 12.3(a), Parent shall pay, or cause to be paid, to the Seller Representative (or its assignee) for further distribution to the Stockholders, interest on such amount at an annual rate equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the date such amounts were originally due hereunder which shall accrue from such date through the date such payment is actually delivered to the Seller Representative (or its assignee) and the costs and expenses (including attorneys’ fees and expenses incurred by the Seller Representative or Company in connection with such action or proceeding) (collectively, the “Interest and WinStar or pursuant to Section 9.3(a) or (b) by the CompanyExpenses”). (iic) A "Termination Fee Event" is Other than in connection with the occurrence of any enforcement of the following: (A) The Confidentiality Agreement, following any termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of in accordance with its terms, in the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment event that Parent is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation required to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(bpursuant to Section 12.3(a) and 507(a)(1Parent timely pays the full Termination Fee, payment of such fee (together with any Interest and Expenses) shall (i) be conditioned upon execution by both Parent and the Company of an acknowledged and agreed Termination Notice that unconditionally releases and forever discharges Parent and its Subsidiaries, on the one hand, and the Company and its Subsidiaries, on the other hand, and each of their respective former, current and future Affiliates, representatives, equityholders, members, managers, partners, successors and assigns (a “Termination Releasing Party”) of and from any and all Actions, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or equity which Parent and its Subsidiaries and each other applicable Termination Releasing Party, on the Bankruptcy Codeone hand, and Company and its Subsidiaries and each other applicable Termination Releasing Party, on the other hand, may have against Parent or its Subsidiaries or the Company and its Subsidiaries (as applicable) and any of their respective former, current and future Affiliates, representatives, equityholders, members, managers, partners, successors and assigns, now or in the future, in each case in respect of any cause, matter or thing relating to this Agreement or the Transactions, including the failure of the Closing to occur, other than in respect of Fraud (notwithstanding the foregoing, Parent’s failure to deliver the foregoing release shall not in any way limit the right of the Company to receive payment of any Termination Fee pursuant to Section 12.3(a) or other amounts permitted pursuant to Section 12.3(b)), and (ii) be the sole and exclusive remedy of the Stockholders, the Company and their respective Affiliates against Parent and its Subsidiaries any of their respective former, current and future Affiliates, representatives, shareholders, members, managers, partners, successors and assigns for any losses, damages or liabilities suffered or incurred as a result of or under this Agreement or the Transactions, including the failure of the Closing to occur. (d) The parties acknowledge and agree that (i) in no event shall Parent be required to pay the Termination Fee on more than one occasion, or more than one Termination Fee and (ii) any payment of the Termination Fee (together with any Interest and Expenses), as applicable, described in this Section 12.3 is not a penalty but is liquidated damages in a reasonable amount that will compensate the Stockholders in the circumstances in which such fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision.

Termination Fee. (ia) Sellers agree Notwithstanding Section 7.3 above, in the event that there is a valid and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution effective termination of this Agreement by SPAC pursuant to Section 7.1(e), then the Company shall pay to SPAC a termination fee equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) plus the Expenses actually incurred by or on behalf of SPAC or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Merger or the other transactions contemplated hereby or thereby, including any related SEC filings, the Registration Statement, the Closing Redemption and any Transaction Financing (such aggregate amount, the “SPAC Termination Fee”). (b) Notwithstanding Section 7.3 above, in the event that there is a valid and effective termination of this Agreement by the Company pursuant to Section 7.1(d), then SPAC shall pay to the Company a termination fee equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) plus the Expenses actually incurred by or on behalf of the Company or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the Ancillary Documents or the Merger or the other transactions contemplated hereby or thereby, including any Transaction Financing (such aggregate amount, the “Company Termination Fee” and together with the SPAC Termination Fee, a “Termination Fee”). For the avoidance of doubt, SPAC, in its sole election, shall have provided value the right to Sellerspay or cause the Sponsor to pay the Company Termination Fee in cash and/or by the transfer to the Company of Founder Shares (with each such Founder Share deemed valued at $10.00 per share) and SPAC Private Warrants (with each such SPAC Private Warrant deemed valued at $1.00 per SPAC Private Warrant). (c) Any Termination Fee due hereunder shall be paid by wire transfer of immediately available funds to an account designated in writing by the Party entitled to such Termination Fee within five (5) Business Days after the Party entitled to such Termination Fee delivers to the other Party the amount of such Expenses, along with reasonable documentation in connection therewith. ThereforeNotwithstanding anything to the contrary in this Agreement, if the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Termination Fee Event (as defined in subsection (ii) below) occursis payable, the payment of such Termination Fee shall, in addition light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the Party entitled to such Termination Fee would otherwise be entitled to assert against the other Party or any of its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the Expense Reimbursement payable Party entitled to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("such Termination Fee"); , provided, that the Sellers foregoing shall not be obligated limit (x) the other Party from Liability for any claims based on Fraud relating to pay the Termination Fee if, events occurring prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of this Agreement pursuant to Section 9.3(c) or (dy) or Section 9.4 (except for Section 9.4(e) or solely because the rights of the non-fulfillment of any of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Party entitled to such Termination Fee simultaneously with the occurrence to seek specific performance or other injunctive relief in lieu of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codeterminating this Agreement.

Termination Fee. (ia) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution In the event of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution termination of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar by PKI pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser 6.1(c) as a termination fee result of a material breach by Buyer of any of its agreements or covenants contained in this Agreement or Section 6.1(f) ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a6.1(e) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of under circumstances in which PKI would have been entitled to terminate this Agreement pursuant to Section 9.3(c6.1(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because as a result of the non-fulfillment a material breach by Buyer of any of the conditions specified its agreements or covenants contained in this Agreement or Section 8.3(c6.1(f)), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the SellersBuyer shall pay, or any trustee in bankruptcy for any cause to be paid, to PKI a termination fee (the “Buyer Termination Fee”) of the Sellers$75,000,000. The Buyer Termination Fee payable pursuant to this Section 6.3(a) shall be paid by wire transfer of same-day funds as promptly as reasonably practicable (and, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellersevent, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"within two Business Days following such termination). (iiib) Sellers The parties acknowledge and hereby agree that the Buyer Termination Fee if, as and when required to be paid in accordance with this Section 6.3, shall not constitute a penalty but represents liquidated damages, in a reasonable amount that will compensate the PKI in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating the Original Agreement and this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The parties acknowledge and hereby agree that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion. For the avoidance of doubt, none of the Buyer Related Parties (other than Buyer, pursuant to, in accordance with and to the extent permitted by the terms hereof and the Sponsors, pursuant to, in accordance with and to the extent permitted by the Sponsor Guarantee) will have any liability to any Person, including any PKI Related Party relating to or arising out of the Original Agreement, this Agreement, the Financing or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether in equity or at law, in tort, contract or otherwise, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any Law or otherwise. (c) Notwithstanding anything to the contrary in this Agreement, in any circumstance in which this Agreement is validly terminated and the Buyer Termination Fee is paid in full pursuant to this Section 6.3, such payment of the Buyer Termination Fee and any Financing Cooperation Costs, Day 1 Breakage Costs and/or Collection Costs shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of PKI, its Subsidiaries, each other Seller and any of their respective Non-Party Affiliates (collectively, the “PKI Related Parties”) against Buyer, any of its subsidiaries, the Debt Financing Sources, or any of their respective Non-Party Affiliates (collectively, the “Buyer Related Parties”) for all losses, damages, liabilities, obligations, costs or expenses (“Losses”) in respect of or relating in any way to the Original Agreement, this Agreement, the Commitment Letters or the Sponsor Guarantee, the performance hereof or thereof including any breach (whether a Buyer Willful Breach, material breach or otherwise) of any representation, warranty, covenant or agreement or otherwise in respect of or relating in any way to the Original Agreement, this Agreement, the Commitment Letters or the Sponsor Guarantee or any oral representation made or alleged to be made in connection herewith or therewith or the transactions contemplated hereby or thereby (including the abandonment or termination thereof or the failure of the Closing to occur), in each case, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Buyer, by the enforcement of any assessment or by any Proceeding, by virtue of any Law, pursuant to any theory of law or equity, in contract, in tort or otherwise) (such agreements and related matters, collectively, the “Transaction-Related Matters”) and upon payment of the Buyer Termination Fee to PKI pursuant to Section 6.3(a), none of the Buyer Related Parties shall have any liability or obligation of any nature whatsoever to PKI or any other PKI Related Party for any Transaction-Related Matter (other than the obligation to pay any Financing Cooperation Costs, Day 1 Breakage Costs and/or Collection Costs) and neither PKI nor any other PKI Related Party shall bring any Proceeding or otherwise seek to recover any other Losses against any Buyer or any other Buyer Related Party for any Transaction-Related Matter (other than the obligation to pay any Financing Cooperation Costs, Day 1 Breakage Costs and/or Collection Costs). Further, each of the parties to this Agreement expressly acknowledges and agrees that under no circumstances shall (A) the maximum aggregate liability of Buyer (and Sponsors in accordance with, and subject to the limitations in, the Sponsor Guarantee) for all Transaction-Related Matters exceed an amount equal to the Buyer Termination Fee plus the amount of any Financing Cooperation Costs, Day 1 Breakage Costs and/or Collection Costs (the “Cap”), (B) any PKI Related Party seek or be entitled to recover any money damages in excess of the Cap, (C) any PKI Related Party bring any Proceeding or otherwise seek to recover any Losses against any Buyer Related Party (other than Buyer and the Sponsors (pursuant to, and subject to the limitations in, the Sponsor Guarantee)) for any Transaction-Related Matter or (D) any Buyer Related Party (other than Buyer and the Sponsors (pursuant to, and subject to the limitations in, the Sponsor Guarantee)) have any liability or obligation of any nature whatsoever to any PKI Related Party for any Transaction-Related Matter. (d) While PKI may pursue both a grant of specific performance in accordance with Section 9.13 and the payment of the Buyer Termination Fee under Section 6.3(a), under no circumstances shall any Person or Persons (whether acting together or separately and whether in one or separate Proceedings), including any PKI Related Party, be permitted or entitled to receive in connection with the Original Agreement or this Agreement both (i) a grant of specific performance to require the Financing to be funded or Buyer to consummate the Closing and (ii) the payment of the Buyer Termination Fee or monetary damages of any kind (other than (A) the amount of Financing Cooperation Costs, Day 1 Breakage Costs and/or Collection Costs and (B) solely to the extent Closing occurs, solely with respect to any post-Closing obligations of Buyer). (e) The Parties acknowledge that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if the Buyer fails to timely pay any amount due pursuant to this Section 6.3, and, in order to obtain the payment, PKI commences a Proceeding which results in a judgment against Buyer for the payment set forth in this Section 6.3, such paying party shall pay the Termination Fee simultaneously other party or parties, as applicable, its or their reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Proceeding, together with interest on such amount at the occurrence of a Termination Fee Event without further order prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received (collectively, the “Collection Costs”). (f) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Bankruptcy CourtBuyer Related Parties and their respective successors, permitted assigns, heirs and legal representatives. Sellers' obligation to pay The parties agree that the Termination Fee shall constitute an administrative expense Buyer Related Parties are express third-party beneficiaries of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Codethis Section 6.3.

Termination Fee. (a) If (i) Sellers agree this Agreement is validly terminated by the Class A Purchaser pursuant to Section 7.01(a)(iii) and acknowledge the conditions to the Initial Closing set forth in Section 2.03 and Section 2.04 have been satisfied or validly waived prior to such termination (other than (A) those conditions that Purchaser's and WinStar's negotiation and execution by their terms are to be satisfied by actions taken at the Initial Closing, but subject to those conditions being capable of being satisfied if the Agreement have resulted from a substantial investment Initial Closing were to occur on the date of management time and have required significant commitment of financial and other resources by Purchaser and WinStartermination, and (B) those conditions that the negotiation and execution are not satisfied as a result of a breach of this Agreement have provided value by the Class B Purchasers), (ii) at the time of such termination pursuant to Sellers. ThereforeSection 7.01(a)(iii), the condition set forth in Section 2.05(b) or Section 2.06(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, and (iii) the Class A Purchaser has delivered an irrevocable Notice of Initial Closing to the Class B Purchasers and (A) such Notice of Initial Closing provides for an Initial Closing to occur on the date that is at least five (5) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing and (B) the Class A Purchaser has confirmed that, if a the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Initial Closing, then the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser (or its designee(s)) an amount equal to the Termination Fee Event Fee. (b) If (i) this Agreement is validly terminated by the Class A Purchaser pursuant to Section 7.01(b)(iii) and the conditions to the Additional Closing set forth in Section 2.09 and Section 2.10 have been satisfied or validly waived prior to such termination (other than (A) those conditions that by their terms are to be satisfied by actions taken at the Additional Closing (including the condition set forth in Section 2.10(e) that the Additional Funding Date (as defined in subsection the Credit Agreement) shall occur on the Additional Closing Date), but subject to those conditions being capable of being satisfied if the Additional Closing were to occur on the date of termination, and (B) those conditions that are not satisfied are as a result of a breach of this Agreement by the Class B Purchasers), (ii) below) occurs, in addition to at the Expense Reimbursement payable to Purchaser and WinStar time of such termination pursuant to Section 9.7(a7.01(b)(iii), the Sellers shall pay $2.5 million condition set forth in Section 2.11(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, and (iii) the Class A Purchaser has delivered an irrevocable Notice of Additional Closing to the Class B Purchasers and (A) such Notice of Additional Closing provides for an Additional Closing to occur on the date that is five (5) Business Days after receipt by the Class B Purchasers of the Notice of Additional Closing and (B) the Class A Purchaser as a termination fee has confirmed that if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Additional Closing, then the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser ("or its designee(s)) an amount equal to the Additional Closing Termination Fee"); provided, that the Sellers shall not be obligated to pay . (c) If the Termination Fee ifor the Additional Closing Termination Fee is payable pursuant to Section 7.03(a) or Section 7.03(b), prior as applicable, the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay, or cause to be paid, such fee to the occurrence Class A Purchaser (or its designee(s)) by wire transfer of immediately available funds on or before the second (2nd) Business Day following the date on which this Agreement is terminated as provided in Section 7.03(a) or Section 7.03(b), as applicable. The Company and each of the Purchasers acknowledge and agree that (i) the agreements contained in this Section 7.03 are an integral part of the transactions contemplated hereby, and without these agreements the other Parties would not enter into this Agreement and (ii) any amounts payable pursuant to this Section 7.03 are a reasonable approximation of the Class A Purchaser’s damages and do not constitute a penalty. In the event of litigation relating to the payment of the Termination Fee Eventor the Additional Closing Termination Fee, as applicable, and upon final determination of a court of competent jurisdiction in a final, non-appealable decision, the Agreement has validly been terminated solely pursuant non-prevailing party in such litigation shall reimburse the prevailing party’s reasonable and documented costs and expenses (including reasonable attorneys’ fees) actually incurred in connection therewith up to Section 9.1 by a maximum of one million U.S. dollars ($1,000,000). Subject to the right of the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination specific performance of this Agreement pursuant to Section 9.3(c) 8.12, the Parties expressly acknowledge and agree that payment of the Termination Fee or the Additional Closing Termination Fee, as applicable, if due, and the payment in full of any reimbursement, expense, or interest obligations pursuant to this Section 7.03 and the Termination Fee ECL, if any, shall be the sole and exclusive remedy of NEP, the Company and the Class A Purchaser against the Class B Purchasers and their Affiliates in connection with the termination of this Agreement, or the obligations of the Parties to consummate the transactions contemplated at the Additional Closing. (d) or Section 9.4 (except for Section 9.4(e) or solely because The Class B Purchasers have delivered to the Company a correct and complete copy of the non-fulfillment of any executed equity commitment letter (the “Termination Fee ECL”) from the Sponsor to provide funding to the Class B Purchasers sufficient to satisfy their obligations set forth in this Section 7.03, subject to the conditions set forth in this Section 7.03 and the Termination Fee ECL in respect of the Termination Fee and the Additional Termination Fee. The Termination Fee ECL provides that each of the Company and NEP is a third party beneficiary thereof. As of the Execution Date, the Termination Fee ECL is in full force and effect and has not been amended or modified in any respect, and the commitments contained in the Termination Fee ECL have not been withdrawn, modified, reduced, or rescinded in any respect. As of the Execution Date, the Termination Fee ECL constitutes a valid, binding, and enforceable obligation of the Class B Purchasers, and, to the Knowledge of the Class B Purchasers, the Sponsor, subject to and in accordance with the terms and conditions specified of this Section 7.03 and the Termination Fee ECL, and except as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity). This Agreement and the Termination Fee ECL constitutes the entire agreement between the parties thereto related to the Termination Fee, and there are no side letters, other agreements, or other arrangements that would permit the applicable parties to the Termination Fee ECL to reduce the amount of the Termination Fee or that would otherwise affect the availability of the Termination Fee subject to and in accordance with the terms and conditions of this Section 8.3(c)7.03 and the Termination Fee ECL. As of the Execution Date, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to (e)A) constitute a default or breach on the part of the Class B Purchasers under the Termination Fee ECL or, (g)to the Knowledge of the Class B Purchasers, (i)Sponsor under the Termination Fee ECL, (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of constitute or result in a failure to satisfy a condition or other contingency set forth in the SellersTermination Fee ECL, or (C) otherwise result in any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business Termination Fee not being available, except as provided in this Section 7.3 in connection with the Additional Closing Termination Fee. The Class B Purchasers have fully paid any and all commitment fees or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay fees required by the Termination Fee simultaneously with ECL and any other document entered into in connection with, or related thereto, to be paid on or before the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy CodeExecution Date.

Termination Fee. (a) In the event that (i) Sellers agree the Closing fails to occur due to a material breach by Purchaser hereunder that gives rise to a right to terminate the Agreement pursuant to Section 12.01(e) and acknowledge that (ii) all of the conditions to Purchaser's and WinStar's negotiation and execution obligations to proceed with the Closing under ARTICLE 7 have been satisfied or waived (other than (A) such conditions which by their nature are to be satisfied on the Closing Date, but assuming such condition were capable of being satisfied as of the Agreement have resulted from a substantial investment date of management time and have required significant commitment of financial and other resources by Purchaser and WinStartermination, and that (B) such conditions where Purchaser's material breach was the negotiation and execution proximate cause of the failure of any such conditions being satisfied) (collectively, a "Purchaser Failure to Close"), then Purchaser (or the Equity Investor pursuant to the Equity Commitment Letter) shall, upon termination of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to by the Expense Reimbursement payable to Purchaser and WinStar Seller pursuant to Section 9.7(a12.01(e), pay to Seller in immediately available funds by wire transfer no later than two (2) Business Days after a written demand by Seller therefor, a fee of three million dollars ($3,000,000) (the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, as liquidated damages and not as a penalty, it being understood that the Sellers in no event shall not Purchaser be obligated required to pay the Termination Fee if, prior on more than one occasion. Notwithstanding anything contained herein to the occurrence contrary, but subject to the terms set forth herein and in the Equity Commitment Letter, in the event there is a Purchaser Failure to Close and Seller demands and receives the Termination Fee from Purchaser (or the Equity Investor pursuant to the Equity Commitment Letter), the payment of the Termination Fee Eventshall be the sole remedy of Seller and its Affiliates against any member of the Purchaser Group for, and no member of the Purchaser Group shall have, any Liability or obligation for, and Seller and its Affiliates shall not otherwise make any Claim for, any matter under, relating to or arising out of, the Agreement has validly been terminated solely transactions contemplated by this Agreement, the Ancillary Agreements, the Equity Commitment Letter or any other Contract, document or agreement delivered pursuant to Section 9.1 this Agreement, whether based on contract, tort, strict liability, other Applicable Laws or otherwise, or any Claim, based on, in respect of, or by the Company and WinStar or pursuant to Section 9.3(a) or (b) by the Company. (ii) A "Termination Fee Event" is the occurrence reason of any of the following: foregoing. The pursuit by Seller of specific performance to consummate the Closing hereunder shall not be deemed to waive Seller's rights to demand and receive the Termination Fee hereunder; provided, however, that under no circumstances shall Seller be permitted or entitled to receive both (Ai) The termination a grant of this Agreement pursuant an Order of specific performance or other equitable relief to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because cause the consummation of the non-fulfillment of any Closing and (ii) payment of the conditions specified in Section 8.3(c), (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than the Purchaser (an "Alternative Transaction")Termination Fee. (iiib) Sellers shall pay The Parties acknowledge that the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order agreements contained in this Section 12.03 are an integral part of the Bankruptcy Court. Sellers' obligation to pay transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of Parties would not have entered into this Agreement without the Bankruptcy Codeagreements in this Section 12.03.

Termination Fee. (ia) Sellers agree and acknowledge Seller agrees that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of if this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) below) occurs, in addition to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence of the Termination Fee Event, the Agreement has validly been is terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(a) or Buyer under paragraph (b) by of Section 11.1 due to the Companyfailure of Seller to consummate the transaction notwithstanding the satisfaction of all conditions to Seller's obligations set forth in Section 10.2, Seller shall promptly and in any event within ten days of such termination pay to Buyer, as liquidated damages, a cash termination payment in an amount equal to $____________. (iib) A "Termination Fee Event" is the occurrence of any of the following: (A) The termination of Buyer agrees that if this Agreement pursuant is terminated by Seller under paragraph (b) of Section 11.1 due to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because the failure of Buyer to consummate the non-fulfillment transaction notwithstanding the satisfaction of any of the all conditions specified to Buyer's obligations set forth in Section 8.3(c10.1, Buyer shall promptly and in any event within ten days of such termination pay to Seller, as liquidated damages, a cash termination payment in an amount equal to $_________. THE PARTIES AGREE THAT IN THE EVENT OF TERMINATION OF THIS AGREEMENT DUE TO A MATERIAL BREACH OF COVENANT BY THE OTHER PARTY AS DESCRIBED IN SECTIONS 11.3(A) OR 11.3(B), (e)IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY THE NONBREACHING PARTY AS A RESULT OF SUCH BREACH AND RESULTING TERMINATION. THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, (g)THE LIQUIDATED DAMAGES PROVIDED IN THIS PARAGRAPH REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH A PARTY WILL INCUR AS A RESULT OF SUCH BREACH BY THE OTHER PARTY; PROVIDED, (i)HOWEVER, (j)THAT THIS PROVISION WILL NOT WAIVE OR AFFECT EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the SellersBUYER AND SELLER AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT THE NONBREACHING PARTY WOULD SUFFER IN THE EVENT OF THE OTHER PARTY'S BREACH IS AN AMOUNT EQUAL TO THE AMOUNT SET FORTH IN THIS SECTION 11.3, or any trustee in bankruptcy for any of the SellersAND THIS AMOUNT SHALL BE THE FULL, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the SellersAGREED AND LIQUIDATED DAMAGES UNDER THE FOREGOING CIRCUMSTANCES. THE FOREGOING AMOUNT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, or any business combination of any of the SellersBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, involving any party other than the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court1676 AND 1677. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.---------- Buyer's initials ----------- Seller's initials

Termination Fee. In recognition of the considerable time and expense that the Shareholders have expended and will expend in entering into this Agreement and the other transactions contemplated hereby, and in order to induce the Shareholders to enter into such transactions, in the event the Merger is not consummated due to the failure by the Purchaser to meet the conditions set forth in Article VIII above or the failure by the Purchaser to use its commercially reasonable efforts to meet such conditions, the Purchaser shall promptly pay to the Shareholders (pro-rata) in cash the sum of One Million Dollars ($1,000,000) (the "Termination Fee"), which fee shall be full and complete compensation to the Shareholders as a result of such failure and, upon the making of such payment (provided such payment is timely made in accordance with the terms of this Agreement), there shall be no further obligation to the Shareholders by the Purchaser pursuant to this Agreement; provided, however, the Termination Fee shall not be paid in the event the Merger is not consummated as a result of: (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources by Purchaser and WinStar, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection Section 8.2(a), or (ii) below) occurs, in addition the discovery by Purchaser of facts not known to Purchaser as of the effective date of this Agreement that indicate that the Shareholders or the Company have violated existing law with respect to the Expense Reimbursement payable to Purchaser and WinStar pursuant to Section 9.7(a), the Sellers shall pay $2.5 million to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior to the occurrence conduct of the Termination Fee Event, the Agreement has validly been terminated solely pursuant Company's business which violation (a) results in or could reasonably be expected to Section 9.1 by result in increased expenses or liabilities of the Company and WinStar which total in the aggregate $1,375,000 or pursuant to Section 9.3(a) more, or (b) by if such violation is not quantifiable as to dollar amount, results in or could reasonably be expected to result in a substantial detrimental effect on the business of the Company. . In the event Purchaser determines that the Termination Fee is not payable pursuant to clause (i) or (ii) A "Termination Fee Event" is above, it shall provide written notice of such determination to the occurrence of any of Shareholders within five (5) business days following demand therefor by the following: Shareholders, which notice shall set forth with specificity the basis upon which Purchaser has made such termination (A) including all facts available to Purchaser with respect thereto). The termination of this Agreement pursuant to Section 9.3(c) or (d) or Section 9.4 (except for Section 9.4(e) or solely because of the non-fulfillment of any of the conditions specified in Section 8.3(c)parties hereto acknowledge and agree that, (e), (g), (i), (j), (k) or (l) which non- fulfillment is not caused by any act or omission of Sellers); or (B) The execution by any of the Sellers, or any trustee in bankruptcy for any of the Sellers, of an agreement providing for the sale of all or any material portion of the Business or of an equity interest in any of the Sellers, or any business combination of any of the Sellers, involving any party other than as provided in this Section 12.4, the Purchaser (an "Alternative Transaction"). (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' Purchaser's obligation to pay the Termination Fee shall constitute an administrative expense of Sellers not be subject to other conditions precedent to Purchaser's obligations under sections 503(b) and 507(a)(1) of the Bankruptcy Codethis Agreement.

Termination Fee. (a) In the event that either: (X) the MGM Entities are entitled to terminate this Agreement pursuant to Section 10.1(d) hereof, or (Y) (i) Sellers agree and acknowledge that Purchaser's and WinStar's negotiation and execution of the Agreement have resulted from a substantial investment of management time and have required significant commitment of financial and other resources Closing has not occurred by Purchaser and WinStarthe Outside Closing Date, and that the negotiation and execution of this Agreement have provided value to Sellers. Therefore, if a Termination Fee Event (as defined in subsection (ii) beloweach of the Closing conditions set forth in Section 7.1 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser’s failure to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) occursto perform its respective obligations under this Agreement, and (iii) each of the Closing conditions set forth in Section 7.3 have been satisfied or waived by Purchaser or would have been satisfied but for Purchaser failing to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its respective obligations under this Agreement in accordance with the terms and conditions hereof, and (iv) the MGM Entities are not otherwise in breach or default hereunder, then in either such event (X) or (Y) the MGM Entities shall have the right, as their sole and exclusive remedy, to give written notice to Purchaser of their intention to terminate this Agreement if Purchaser fails to close (or be prepared to close) the transactions contemplated by this Agreement on or prior to the fifth Business Day following receipt of such written notice and as promptly as practicable following termination (which shall occur automatically on such fifth Business Day unless agreed to otherwise by the Parties in writing) Purchaser shall pay, or cause to be paid, in addition same day funds to Seller, the Expense Reimbursement sum of Twenty Five Million Dollars ($25,000,000) (the “Seller Termination Fee”). Only one Seller Termination Fee shall be payable to Seller regardless of the circumstances. In the event Seller receives payment of the Seller Termination Fee, Seller, and Seller on behalf of its Affiliates, agrees to forego and not to pursue (or aid any other Person in pursuing) or assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly, Purchaser and WinStar or any of its Affiliates, for Purchaser’s failure to consummate the transactions contemplated by this Agreement. The obligation of Purchaser to pay the Seller Termination Fee pursuant to this Section 9.7(a), the Sellers shall pay $2.5 million 6.14(a) is guaranteed by Purchaser Parent pursuant to the Purchaser as a termination fee ("Termination Fee"); provided, that the Sellers shall not be obligated to pay the Termination Fee if, prior Guaranty. Subject to the occurrence of the Termination Fee Event, the Agreement has validly been terminated solely pursuant to Section 9.1 by the Company and WinStar or pursuant to Section 9.3(amatters set forth in subsections (X) or (bY)(i), (ii) and (iii) of the first sentence of this Section 6.14(a), the Parties acknowledge and agree that the MGM Entities would sustain substantial damages in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close, and Seller’s actual damages in the Companyevent the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close would be difficult or impractical to determine, and the Seller Termination Fee represents a reasonable estimate of the harm likely to be suffered by Seller in the event the sale of the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Purchaser’s failure to close. (b) In the event that either: (X)(i) the Closing has not occurred by the Outside Closing Date; and (ii) A "Termination Fee Event" is the occurrence of any each of the following: closing conditions set forth in Section 7.1 have been satisfied or waived by Seller or would have been satisfied but for the MGM Entities’ failure to use their Commercially Reasonable Efforts (Aor a higher standard if a higher is expressly contemplated hereby) The termination to perform their respective obligations under this Agreement; and (iii) the Closing conditions set forth in Section 7.2 have been satisfied or waived by Seller or would have been satisfied but for Seller failing to use its Commercially Reasonable Efforts (or a higher standard if a higher is expressly contemplated hereby) to perform its obligations under this Agreement; and Purchaser is not otherwise in default hereunder, or (Y) prior to the Outside Closing Date Seller executes an agreement with any other Person (other than Purchaser) for the sale or transfer of the Equity Interests or for substantially all of the Company’s assets, or (Z) Purchaser is entitled to terminate this Agreement pursuant to Section 9.3(c10.1(c) hereof, then in any such event (X) or (dY) or Section 9.4 (except for Section 9.4(eZ) the Purchaser shall have, as its sole and exclusive remedy, the right to give written notice to Seller of its intention to terminate this Agreement (and whether or not Purchaser provides such notice with respect to clause (Y), Seller may terminate this Agreement) and Seller shall pay, or cause to be paid, in same day funds to Purchaser, the sum of Twenty Five Million Dollars ($25,000,000) (the “Purchaser Termination Fee”). Only one Purchaser Termination Fee shall be payable to Purchaser regardless of the circumstances. In the event Purchaser receives payment of the Purchaser Termination Fee, Purchaser agrees, on its own behalf and on behalf of its Affiliates, to forego and not to pursue (or aid any other Person in pursuing) or solely because assign any allegation, claim, right or remedy, whether legal or equitable, including specific performance, against, directly or indirectly Seller, any MGM Entity or any of their respective Affiliates, for Seller’s failure to consummate the transactions contemplated by this Agreement. Subject to the occurrence of the non-fulfillment of any of the conditions specified matters set forth in Section 8.3(csubsections (X)(i), (eii), (g), (i), (j), (kiii) or (lY) which non- fulfillment is not caused by any act or omission of Sellers); or (BZ) The execution by any of the Sellersfirst sentence of this Section 6.14(b), or any trustee the Parties acknowledge and agree that Purchaser would sustain substantial damages in bankruptcy for any of the Sellers, of an agreement providing for event the sale of all or any material portion the Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close, and Purchaser’s actual damages in the event the sale of the Business Equity Interests to Purchaser as contemplated by this Agreement is not consummated as a result of Seller’s failure to close would be difficult or of an equity interest in any impractical to determine, and the Purchaser Termination Fee represents a reasonable estimate of the Sellers, or any business combination of any harm likely to be suffered by Purchaser in the event the sale of the Sellers, involving any party other than the Equity Interests to Purchaser (an "Alternative Transaction")as contemplated by this Agreement is not consummated as a result of Seller’s failure to close. (iii) Sellers shall pay the Termination Fee simultaneously with the occurrence of a Termination Fee Event without further order of the Bankruptcy Court. Sellers' obligation to pay the Termination Fee shall constitute an administrative expense of Sellers under sections 503(b) and 507(a)(1) of the Bankruptcy Code.