Common use of Termination Fee Clause in Contracts

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), (B) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if If (A) this Agreement is terminated by either Parent or the Company or THL pursuant to Section 8.02(a7.1(b)(i) or (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), ii) and (B1) after the date hereof of this Agreement and prior to or at the time of such termination of this Agreement, a Competing Transaction has been made known to the Company, or has Company Acquisition Proposal shall have been publicly announced or disclosed and not withdrawn, unconditionally and irrevocably withdrawn prior to ten (10) business days prior to the date for the Company’s Stockholder Meeting; and (C2) within twelve (12) months of such termination pursuant to Section 7.1(b)(i) or (ii) the Company or any of its Subsidiaries consummates or either enters into any a definitive agreement for or consummates a Company Acquisition Transaction with any Person or (B) this Agreement is terminated by Parent pursuant to Section 7.1(d) then, in connection with each case, the Company shall pay to Parent, in immediately available funds a Competing nonrefundable fee in the amount of $15,000,000 (the “Termination Fee”). Any Termination Fee payable by the Company to Parent pursuant to Section 7.3(b)(i)(A) shall be paid to Parent by the Company at or prior to the earlier of the execution of the agreement providing for the applicable Company Acquisition Transaction or consummation of the applicable Company Acquisition Transaction, as the case may be. Any Termination Fee payable by the Company to Parent pursuant to Section 7.3(b)(i)(B) shall be paid to Parent by the Company within one (provided that for 1) business day after such termination by Parent. For purposes of this Section 8.06(a), 7.3(b)(i) all references to “2015%” in the definition of “Competing Transaction” a Company Acquisition Transaction shall be deemed to be references to “5030%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

Termination Fee. (a) The Company will payNotwithstanding any provision in this Agreement to the contrary, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) if (i) if prior to the termination of this Agreement Agreement, any Company Alternative Proposal is terminated by THL pursuant to Section 8.04commenced, publicly proposed or publicly disclosed prior to, and, in each case, not withdrawn at the time of, the Company Meeting, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b7.1(b) (but only if at such time Parent would not be prohibited from terminating this Agreement by application of Section 7.1(b)(ii)) or by Parent or the Company pursuant to Section 8.03(c7.1(d) and (iii) concurrently with or within (A) nine (9) months after such termination, any agreement relating to a Qualifying Transaction (as defined below) shall have been entered into with the person who made the Company Alternative Proposal that was existing at the time of the Company Meeting, or any affiliate or associate thereof (each, a "Qualifying Person"), or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), (B) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and six (C) within twelve (126) months of after such termination the Company termination, any agreement relating to a Qualifying Transaction shall have been entered into with any person other than a Qualifying Person or Parent, any of its Subsidiaries consummates or enters into any definitive agreement of their affiliates or associates, then, in connection either case, the Company shall pay to Parent a fee of $120 million in cash and the Company shall have no further liability with a Competing Transaction respect to this Agreement or the transactions contemplated hereby to Parent or its shareholders (provided that nothing herein shall release any party from liability for purposes of this Section 8.06(aintentional breach or fraud), all references to “20%” in the definition of “Competing Transaction” shall be deemed such payment to be references made upon entering into an agreement relating to “50%”). The Company Termination Fee shall be paid by wire transfer of same day fundssuch Qualifying Transaction, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee fee referred to in this Section 7.2 on more than one occasion.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if If DGAC is not in material breach of its obligations under this Agreement is terminated by THL pursuant to Section 8.04, and if (iix) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if (A) this Agreement is terminated by either DGAC or the Company or THL pursuant to Section 8.02(a9.1(b) (except and, in the case that the THL Termination Fee event such termination is payable pursuant to clause (i) of Section 8.06(b)(ii9.1(b), the conditions set forth in Section 8.1(a), Section 8.1(b) and Section 8.2 were satisfied or waived on or prior to the date of such termination), (B) after the date hereof and at or prior to the time of such termination of this Agreementa Takeover Proposal shall have been disclosed, a Competing Transaction has been announced, commenced, submitted or made known to and the Company, or has same shall have been publicly announced or disclosed and not withdrawnannounced, and (C) within twelve (12) months of after such termination the Company enters into a definitive agreement providing for, or consummates, a Company Acquisition Transaction with any person other than DGAC or any affiliate of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction DGAC, (provided that for purposes of y) this Agreement is terminated by DGAC pursuant to Section 8.06(a9.1(d), all references or (z) this Agreement is terminated by the Company pursuant to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”Section 9.1(g). The Company Termination Fee shall be paid by wire transfer of same day funds, then, in the case of termination each of (x), (y) and (z), the Company shall pay to DGAC, in cash at the applicable time specified in the next two sentences, a non-refundable fee in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Termination Fee") plus all Out-of-Pocket Expenses pursuant to clause (i) aboveSection 9.3(a), as promptly as possible (but in any event within ten (10) Business Days) following such termination, in if any). In the case of termination of this Agreement pursuant to clause (ii) aboveSection 9.1(b), at or prior the Termination Fee and Out-of-Pocket Expenses referred to in the time previous sentence shall be paid by the Company upon the execution of such termination, and in definitive agreement. In the case of termination of this Agreement by DGAC pursuant to clause (iii) aboveSection 9.1(d), concurrently with the earlier of the entry or by the Company or its Subsidiary into such definitive agreements pursuant to Section 9.1(g), the Termination Fee and Out-of-Pocket Expenses referred to in connection with the Competing Transaction or consummation first sentence of the Competing Transaction; it being understood that in no event this Section 9.3(b)(i) shall be paid by the Company be required to pay the Company Termination Fee on more than one occasionwithin two (2) business days after such termination.

Termination Fee. (a) The Company will pay, or cause shall pay to be paid, to one or more designees of THL CytRx a termination fee in an amount in cash equal to US$30,000,000 $1,500,000 (the “Company Termination Fee”) in the event that (i) if the Company terminates this Agreement is terminated by THL pursuant to Section 8.04, 8.01(e); (ii) if CytRx terminates this Agreement is terminated by the Company pursuant to Sections 8.01(f) or (g); (iii) CytRx terminates this Agreement pursuant to Section 8.03(b) or Section 8.03(c8.01(c), provided that such termination is as a result of the Company’s breach of Section 6.03; or (iiiiv) if (A) CytRx or the Company terminates this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except 8.01(h), provided, in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)of this clause (iv), that (BA) after the date hereof and prior to the termination of this AgreementCompany Stockholders’ Meeting, a Competing Transaction has been made known to the Company, or an Acquisition Proposal has been publicly announced or disclosed and not withdrawnwithdrawn or abandoned at the time of termination, and (CB) within twelve (12) months of one year after such termination termination, the Company or any of its Subsidiaries consummates or enters into any a definitive agreement in connection with a Competing Transaction (provided that for purposes respect to or consummates such Acquisition Proposal. Payment of the Termination Fee under this Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee 8.02 shall be paid by wire transfer of same same-day fundsfunds to an account designated by CytRx, in the case event of termination payment pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such terminationabove on the date of termination of this Agreement, in the case event of payment pursuant to clauses (ii) or (iii) above within three business days following the date of termination of this Agreement, and in the event of payment pursuant to clause (iiiv) above, at or prior on the date of the execution and delivery by the Company of the definitive agreement regarding such Acquisition Proposal. CytRx acknowledges and agrees that, notwithstanding anything to the time of such terminationcontrary in this Agreement or any document or instrument delivered in connection herewith, and the rights set forth in the case of termination pursuant to clause (iii) aboveof this Section 8.02 shall be the sole and exclusive remedy of CytRx, concurrently with the earlier of the entry by Merger Subsidiary and their respective affiliates against the Company or its Subsidiary into Subsidiaries or any of their respective affiliates with respect to the Company’s breach of Section 6.03 of this Agreement (excluding any willful breach of such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasionprovisions).

Termination Fee. (a) The Parent and the Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) agree that (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b7.1(j), (ii) or if this Agreement is terminated by Parent pursuant to Section 8.03(c7.1(h) with respect to a Company Change of Recommendation under Section 5.4(e), or (iii) if (A) if this Agreement is terminated by either the Company or THL Parent pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)7.1(d), (B) after the date hereof and prior to the any such termination, any person (other than Parent or its affiliates) shall have made a Company Acquisition Proposal which shall have been publicly announced or disclosed (or any person shall have publicly announced a bona fide intention, whether or not conditional, to make a Company Acquisition Proposal) and (C) within six (6) months after such termination of this Agreement, a Competing Transaction has been made known the Company shall have entered into an agreement to the Companyconsummate (which shall thereafter be consummated regardless of whether outside of such six-month period), or has been publicly announced or disclosed and not withdrawnshall have consummated, and (C) within twelve (12) months of such termination a Company Acquisition Transaction, then the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a), all references shall pay to “20%” in Parent the definition of “Competing Transaction” shall be deemed to be references to “50%”)Acquisition Proposal Termination Fee. The Company Any Acquisition Proposal Termination Fee shall be paid to Parent by wire transfer the Company in immediately available funds (x) upon termination of same day funds, this Agreement in the case of a termination pursuant to clause (i) above, as promptly as possible (but in any event y) within ten two (102) Business Days) following such termination, business days after termination of this Agreement in the case of termination pursuant to clause (ii) above, at or prior to and (z) upon the time consummation of such termination, and a Company Acquisition Transaction in the case of a termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if In the event that (A) Parent shall terminate this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c7.1(g), or (iii) if (AB) this Agreement is shall be terminated by either the Company or THL (x) pursuant to Section 8.02(a7.1(b) or (except in the case that the THL Termination Fee is payable y) pursuant to Section 8.06(b)(ii)), (B7.1(d)(i) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day fundsand, in the case of termination pursuant to clause (iB)(x) aboveor clause (B)(y), as promptly as possible (but in any event within ten (101) Business Days) following prior to such termination, a bona fide Acquisition Proposal shall have been announced or shall otherwise have become publicly known and (2) within 12 months after such termination, Company shall enter into a definitive agreement providing for any Company Acquisition or any Company Acquisition shall be consummated, then, in the case of clause (A) or (B), respectively, Company shall pay to Parent cash and issue to Parent shares of Company Common Stock, in such combination as Company may elect (provided that the cash component must be at least $20 million) with an aggregate value (such shares of Company Common Stock to be valued at $24.125 per share for all purposes of this Section 7.3(b)(i)) of $50 million (the "TERMINATION FEE"). In the event this Agreement shall be terminated as set forth in clause (A), the Termination Fee shall be payable in two installments of equal value, the first of which shall be paid contemporaneously with the termination of this Agreement pursuant to Section 7.1(g), and the second of which shall be due and payable on the 30th day after such termination. In the event this Agreement shall be terminated as set forth in clause (B), the Termination Fee shall be payable in two installments of equal value, the first of which shall be paid contemporaneously with the execution of a definitive agreement providing for the Company -45- 50 Acquisition, and the second of which shall be due and payable on the earlier to occur of (i) the consummation of such Company Acquisition and (ii) above, at or prior to the time 90th days after the date of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier execution of the entry by the definitive agreement relating to such Company or Acquisition. If Company satisfies its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required obligation to pay the Company Termination Fee on more than one occasionin part by delivering to Parent shares of Company Common Stock (the "TERMINATION FEE SHARES"), then Parent shall be entitled to registration rights with respect to such shares as described in the Option Agreement (treating the Termination Fee Shares for all purposes of Section 7 of the Option Agreement as if they were Option Shares (as defined in the Option Agreement)).

Termination Fee. (a) The If this Agreement is terminated pursuant to Section 8.1(c)(ii) or 8.1(d)(ii) then the Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 shall pay Newco $135 million (the “Company Termination Fee”) (i) if not later than the day of such termination. If this Agreement is terminated by THL pursuant to Section 8.048.1(b)(i), Section 8.1(b)(ii) (ii) if this Agreement is terminated by unless the Company pursuant to closing conditions that have not been satisfied at such time are solely within the control of Newco), Section 8.03(b8.1(d)(i) or Section 8.03(c)8.1(d)(iii) then, or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii))event that, (Bi) after the date hereof and prior to such termination, any Third Party shall have publicly made, proposed, communicated or disclosed an intention to make a Takeover Proposal and (ii) within nine (9) months of the termination of this Agreement, the Company enters into a Competing Transaction has been made known definitive agreement with a Third Party with respect to a Takeover Proposal (with all percentages in the Company, definition of Takeover Proposal increased to 50%) (other than any transaction described in clauses (i) through (iii) of the definition of Takeover Proposal solely by the Principal Stockholders who shall be permitted to obtain financing from commercial banking institutions required for such transactions) or has been publicly announced any Takeover Proposal (with all percentages in the definition of Takeover Proposal increased to 50%) involving the Company (or disclosed and not withdrawn, and (C) within twelve (12) months in the event of such termination a recapitalization of the Company or any of its Subsidiaries consummates by the Principal Stockholders referred to in this clause (ii), such recapitalized entity ) is consummated, then the Company shall pay, or enters into any cause to be paid to, Newco the Termination Fee upon the earlier to occur of (x) execution by the Company of a definitive agreement in connection with respect to such a Competing Transaction Takeover Proposal and (provided that for purposes y) consummation of this Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”)such Takeover Proposal. The Company Termination Fee shall be paid by wire transfer of same day funds, immediately available funds to an account designated in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior writing to the time Company by Newco. For the avoidance of such terminationdoubt, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall (i) the Company be required obligated to pay pay, or cause to paid, the Company Termination Fee on more than one occasionoccasion and (ii) the Company’s maximum aggregate liability under this Agreement, including damages under Section 8.2(c) and this Section 8.4(a), shall not exceed $135 million.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if In the event that (A) Parent shall terminate this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c7.1(g), or (iii) if (AB) this Agreement is shall be terminated by either the Company or THL (x) pursuant to Section 8.02(a7.1(b) or (except in the case that the THL Termination Fee is payable y) pursuant to Section 8.06(b)(ii)), (B7.1(d)(i) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day fundsand, in the case of termination pursuant to clause (iB)(x) aboveor clause (B)(y), as promptly as possible (but in any event within ten (101) Business Days) following prior to such termination, a bona fide Acquisition Proposal shall have been announced or shall otherwise have become publicly known and (2) within 12 months after such termination, Company shall enter into a definitive agreement providing for any Company Acquisition or any Company Acquisition shall be consummated, then, in the case of clause (A) or (B), respectively, Company shall pay to Parent cash and issue to Parent shares of Company Common Stock, in such combination as Company may elect (provided that the cash component must be at least $20 million) with an aggregate value (such shares of Company Common Stock to be valued at $24.125 per share for all purposes of this Section 7.3(b)(i)) of $50 million (the "TERMINATION FEE"). In the event this Agreement shall be terminated as set forth in clause (A), the Termination Fee shall be payable in two installments of equal value, the first of which shall be paid contemporaneously with the termination of this Agreement pursuant to Section 7.1(g), and the second of which shall be due and payable on the 30th day after such termination. In the event this Agreement shall be terminated as set forth in clause (B), the Termination Fee shall be payable in two installments of equal value, the first of which shall be paid contemporaneously with the execution of a definitive agreement providing for the Company Acquisition, and the second of which shall be due and payable on the earlier to occur of (i) the consummation of such Company Acquisition and (ii) above, at or prior to the time 90th days after the date of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier execution of the entry by the definitive agreement relating to such Company or Acquisition. If Company satisfies its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required obligation to pay the Company Termination Fee on more than one occasionin part by delivering to Parent shares of Company Common Stock (the "TERMINATION FEE SHARES"), then Parent shall be entitled to registration rights with respect to such shares as described in the Option Agreement (treating the Termination Fee Shares for all purposes of Section 7 of the Option Agreement as if they were Option Shares (as defined in the Option Agreement)).

Termination Fee. In the event that (a) The Parent or Purchaser terminates this Agreement pursuant to Section 8.1(f)(i) (other than as a result of a Change of Recommendation related to an Intervening Event), (b) the Company will pay, terminates this Agreement pursuant to Section 8.1(e)(i) or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”c) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a8.1(d) (except in the case that the THL Termination Fee is payable pursuant to or Section 8.06(b)(ii)8.1(f)(ii), (Bii) any Person shall have publicly disclosed or shall have made known to the Company’s Board of Directors a bona fide Acquisition Proposal after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawnsuch termination, and (Ciii) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters shall have entered into any a definitive agreement in connection with a Competing Transaction respect to an Acquisition Proposal or consummated an Acquisition Proposal (provided that for purposes of this Section 8.06(a), all clause (iii) the references to “20%” in the definition of “Competing TransactionAcquisition Proposal” shall be deemed to be references to “50%”). The , then in each case, the Company Termination Fee shall pay, or cause to be paid by wire transfer paid, to Parent, concurrently with the time of same day funds, termination in the case of a termination pursuant to clause (i) aboveSection 8.1(e)(i), as promptly as possible is reasonably practicable (but in any no event within ten later than two (102) Business Days) following such termination, in the case of a termination pursuant to clause Section 8.1(f)(i) or concurrently with the consummation of the Acquisition Proposal referred to in subclause (c)(iii) of this Section 8.3, an amount (the “Termination Fee”) equal to $20,819,000. In the event that this Agreement is terminated by (i) Parent or Purchaser pursuant to Section 8.1(f)(i)(A) as a result of a Change of Recommendation related to an Intervening Event pursuant to Section 6.7(e)(ii) or (ii) above, at the Company or Parent pursuant to Section 8.1(d) and prior to the time Stockholders Meeting the Company’s Board of such termination, and in the case Directors has made a Change of termination Recommendation related to an Intervening Event pursuant to clause Section 6.7(e)(ii), then the Company shall pay, or cause to be paid, to Parent as promptly as is reasonably practicable (iiibut in no event later than two (2) aboveBusiness Days) an amount (the “Intervening Event Termination Fee”) equal to $32,030,000. Except with respect to any fraud or willful and material breach of this Agreement by the Company, concurrently with the earlier Parent’s receipt of full payment of the entry Termination Fee or Intervening Event Termination Fee pursuant to this Section 8.3 shall be the exclusive remedy of Parent or Purchaser against the Company or any of its stockholders, partners, members, affiliates, directors, officers or agents for any loss suffered as a result of breach of this Agreement by the Company or the failure of the Merger to be consummated upon termination of this Agreement; provided, however, that nothing in this Section 8.3 shall limit the rights of Parent and Purchaser under Section 9.11. Each party hereto acknowledges that the agreements contained in this Section 8.3 and in Section 8.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other parties hereto would not enter into this Agreement; accordingly, if a party fails promptly to pay any amounts due pursuant to Section 8.3 or 8.4, and, in order to obtain such payment, the other party commences a suit that results in a judgment against such party for the amounts set forth in Section 8.3 or 8.4, as applicable, such party shall pay other party its Subsidiary into such definitive agreements costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the Competing Transaction amounts due pursuant to the applicable provisions of Section 8.3 or consummation of 8.4, as applicable, from the Competing Transaction; it being understood that in no event shall the Company be date such payment was required to pay be made until the Company Termination Fee date of payment at the prime lending rate as published in The Wall Street Journal in effect on more than one occasionthe date such payment was required to be made.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if In the event that (x) this Agreement is validly terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b7.01(c) or Section 8.03(c), (d) or (iiiy) if (A) prior to the obtaining of the Company Stockholder approval, an Acquisition Proposal has been publicly proposed and not publicly withdrawn by any person (other than Parent Group or any of their respective affiliates), (B) thereafter this Agreement is terminated by either Parent or the Company or THL pursuant to Section 8.02(a7.01(b)(iii) (except in but only if the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), (B) after the date hereof and Stockholders’ Meeting has not been held prior to such time) or Section 7.01(b)(i) and (C) any person (other than Parent Group or any of their respective affiliates) shall enter into a definitive agreement to consummate, or consummate, an Acquisition Proposal with the Company within twelve (12) months following the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of such termination then the Company or any shall pay to Parent, by wire transfer of its Subsidiaries consummates or enters same day funds, a termination fee of US$50,000,000 (the “Termination Fee”) on the date such person and the Company enter into any such definitive agreement or, if earlier, consummate an Acquisition Proposal, as applicable; provided, however, that, subject to Section 7.02(b)(ii) below, the Company shall have no liability under this Agreement in connection with a Competing Transaction (the event that the Company pays Parent the Termination Fee; provided further, however, that for purposes the purpose of this Section 8.06(a7.02(b)(i)(y)(C), all the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 5.02, except that references to “more than 20%” in the definition of “Competing Transaction” shall be deemed to be references to “more than 50%.”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

Termination Fee. (a) The Company will payNotwithstanding any provision in this Agreement to the contrary, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) if (i) if this Agreement is terminated by THL the Company or Newco pursuant to Section 8.047.01(e), (ii) if this Agreement is terminated by Newco pursuant to Section 7.01(f), or (iii) (w) prior to the termination of this Agreement, a bona fide Takeover Proposal is commenced, publicly proposed or publicly disclosed and not withdrawn, and (x) this Agreement is terminated by the Company pursuant to Section 8.03(b7.01(b) or Section 8.03(c), or 7.01(d) (iii) if (A) this Agreement is terminated by either but only due to the failure of the Company stockholders to approve the Merger) or THL by Newco pursuant to Section 8.02(a7.01(g), and (y) concurrently with or within 120 days after such termination a Takeover Proposal shall have been consummated, then, in each case, the Company shall pay to Newco a termination fee of $6.5 million in cash, plus its reasonable out of pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby (except "Termination Fee"), such payment to be made simultaneously with such termination in the case that of a termination by the THL Termination Fee is payable Company pursuant to Section 8.06(b)(ii))7.01(e) and promptly, (Bbut in no event later than the second business day following a termination by Newco pursuant to Section 7.01(e) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C7.01(f) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day fundsand, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above), concurrently with upon the earlier consummation of such Takeover Proposal; provided, however, that the entry Company shall have no obligation to pay Newco such Termination Fee if prior to any termination by the Company or Newco pursuant to Section 7.01(e) or by Newco pursuant to Section 7.01(f)(ii) or (g) a Material Adverse Effect in Financing shall have occurred or Newco shall have failed to comply with its Subsidiary into such definitive agreements obligations under Section 5.14 hereof. Notwithstanding any provision in connection with this Agreement to the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall contrary, if this Agreement is terminated (1) by the Company or Newco under Section 7.01(b) and either (a) Newco shall have failed to perform its obligations under Section 5.14 or (b) all conditions to each of Newco's obligations specified in Sections 6.01 and 6.03 hereof other than the condition specified in 6.03(c) shall have occurred, been satisfied or waived, as appropriate, or (c) if the Equity Financing shall be required unavailable for any reason or (2) by the Company pursuant to Section 7.01(h), then in each case Newco shall pay the Company Termination Fee on more than one occasion.a termination fee of $1.65

Termination Fee. (a) The Company will payNotwithstanding any provision in this Agreement to the contrary, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) if (i) if (A) prior to the termination of this Agreement, any Alternative Proposal (substituting 20% for the 15% thresholds set forth in the definition of “Alternative Proposal;” provided, that any proposals for the acquisition of any of the Proposed Divestitures shall not be included in the calculation of such 20% threshold with respect to assets of the Company and its Subsidiaries) is publicly proposed or publicly disclosed prior to, and not withdrawn at the time of, the Company Meeting, (B) this Agreement is terminated by THL Parent or the Company pursuant to Section 8.047.1(d) and (C) concurrently with or within nine (9) months after such termination, a transaction the proposal of which would constitute an Alternative Proposal (substituting 50% for the 15% thresholds set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) shall have occurred or any definitive agreement providing for a Qualifying Transaction shall have been entered into or (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b7.1(g) or Section 8.03(c), or (iii) if (A) this Agreement is terminated by either the Company or THL Parent pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)7.1(h), (B) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of then in any such termination event the Company or any shall pay to Parent a fee of its Subsidiaries consummates or enters into any definitive agreement $171,900,000 in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a)cash, all references to “20%” in the definition of “Competing Transaction” shall be deemed such payment to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day fundsmade, in the case of termination by the Company pursuant to clause (i) aboveSection 7.1(g), as promptly as possible (but in any event within ten (10) Business Days) following concurrently with such termination, or in the case of termination by Parent pursuant to clause Section 7.1(h), two (ii2) above, at or prior to business days after the time date of such termination, and in the case of termination pursuant to clause (iii) aboveor, concurrently with otherwise, upon the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or (i) consummation of the Competing such Qualifying Transaction and (ii) entry into a definitive agreement providing for a Qualifying Transaction; , it being understood that in no event shall the Company be required to pay the Company Termination Fee fee referred to in this Section 7.2(a) on more than one occasion.

Termination Fee. (a) The Company will payNotwithstanding anything to the contrary in this Agreement, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if (A) the Company shall have terminated this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)7.1(g), (B) Parent shall have terminated this Agreement pursuant to Section 7.1(h), or (C) (1) after the date hereof of this Agreement and prior to the termination of this Agreement, a Competing Transaction has an Acquisition Proposal shall have been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters publicly disclosed (in each case, whether or not conditional and whether or not withdrawn), (2) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b), Section 7.1(d) or Section 7.1(f) and (3) concurrently with or within twelve (12) months after such termination, the Company shall have entered into any a definitive agreement providing for, or completed the implementation of, an Acquisition Proposal, then in connection the case of each of clauses (A), (B) and (C) above, the Company shall pay, by wire transfer of immediately available funds to an account designated by Parent, a fee of $75,000,000 in cash (the “Termination Fee”), such payment to be made concurrently with a Competing Transaction termination in the case of clause (provided A) above, within three (3) Business Days after such termination in the case of clause (B) above if terminated pursuant to Section 7.1(b) or within two (2) Business Days of the Company Meeting if terminated pursuant to or Section 7.1(d), or concurrently with the completed implementation of the Acquisition Proposal, in the case of clause (C) above; it being understood that for all purposes of clause (C) above and the application of this Section 8.06(a7.3(a), all references to “20%” % in the definition of “Competing TransactionAcquisition Proposal” shall be deemed to be references to “more than 50%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, ” and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one (1) occasion. Other than as specified in Section 7.2(a), upon the payment by the Company of the Termination Fee as and when required by this Section 7.3(a), none of the current, former, or future Company Parties shall have any further liability with respect to this Agreement or the Transactions to any Parent Party. If any applicable law (as determined in the good faith discretion of the Company) requires deduction or withholding of any Tax from any payment of the Termination Fee, then the Company shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Body in accordance with applicable law the sum payable by the Company pursuant to this Section 7.3(a)(i) shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 7.3(a)(i)) Parent receives an amount equal to the Termination Fee.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if If (A) (x) Parent terminates this Agreement is terminated by THL pursuant to Section 8.048.1(d), (iiy) if the Company terminates this Agreement is terminated by the Company pursuant to Section 8.03(b8.1(d) or and at such time Parent would be permitted to terminate this Agreement pursuant to Section 8.03(c8.1(d), or (iiiz) if (A) Parent terminates this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a8.1(c) as a result of a breach, failure to perform or violation described in such Section that (except with respect to a breach of Section 5.3(a)) first occurred following the making of an Acquisition Proposal of the type referenced in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)following clause (B), (B) after the date hereof and prior to the date of such termination (except in the case of this Agreementtermination pursuant to Section 8.1(g), in which case prior to the Company Stockholder Approval being obtained) a Competing Transaction has been bona fide Acquisition Proposal is publicly disclosed (whether by the Company or a third party), or otherwise made known to the CompanyCompany Board of Directors or Company management, or has been and in each case, is not withdrawn (publicly, if publicly announced or disclosed disclosed) at least three (3) Business Days prior to the earlier of the date of the Company Stockholders Meeting and not withdrawn, the date of such termination and (C) within twelve (12) months of such termination the Company termination, an Acquisition Proposal is consummated or any of its Subsidiaries consummates or enters into any a definitive agreement in connection with respect of an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (1) the date any such Acquisition Proposal is consummated and (2) the date of entry in any such definitive agreement, the Company shall pay to Parent a Competing Transaction fee of $450,000,000 in cash (provided that the “Termination Fee”). Solely for purposes of this Section 8.06(a8.2(b) (i), the term “Acquisition Proposal” shall have the meaning assigned to such term in Annex A, except that all references to “20fifteen percent (15%)” in the definition of and “Competing Transactioneighty five percent (85%)” therein shall be deemed to be references to “fifty percent (50%).”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if . If this Agreement is terminated by THL either party pursuant --- to Section 10.01(a) or 10.01(d)(ii) or (iv), by Purchaser pursuant to Section 8.0410.01(c)(ii) or (iii), (ii) if this Agreement is terminated or by the Company pursuant to Section 8.03(b) or Section 8.03(c10.01(b)(iii), or (iii) if (A) this Agreement is terminated by either then the Company or THL pursuant will make a cash payment to Section 8.02(a) Purchaser of $3,750,000 (except in the case that the THL "Termination Fee is payable pursuant to Section 8.06(b)(ii)Fee"), plus the reasonable and documented out-of-pocket expenses --------------- and fees (Bnot to exceed $2,500,000) after the date hereof and incurred by Purchaser prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction this Agreement and the transactions contemplated hereby (provided that for purposes of the "Expense Reimbursement"); provided, --------------------- -------- however, no Termination Fee or Expense Reimbursement shall be owed if this Section 8.06(a------- Agreement is terminated pursuant to 10.01(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”(c)(iii). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (d)(ii) or (iv) unless (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in at the case time of termination pursuant to clause there shall have been announced and not withdrawn an Alternative Transaction and (ii) above, at or prior to within one year of the time date of such termination, an Alternative Transaction is closed, in which event the Termination Fee and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry Expense Reimbursement shall be payable by the Company on the closing date of such Alternative Transaction. In the event of any termination by the Purchaser pursuant to Section 10.01(c)(ii) or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall by the Company be required pursuant to pay Section 10.01(b)(iii), the Company shall pay Purchaser the Termination Fee on more than one occasionand Expense Reimbursement concurrently with such termination.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section ‎Section 8.03(b) or Section ‎Section 8.03(c), or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section ‎Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section ‎Section 8.06(b)(ii)), (B) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of this Section ‎Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

Termination Fee. (a) The Company will payNotwithstanding any other provision of this Agreement, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if this Agreement is terminated by THL pursuant to Section 8.04either of Sections 10.1(e)(iii) or 10.l(f), then the Company shall (i) immediately pay to Parent a break-up fee of $50,000,000 (the “Termination Fee”) and (ii) reimburse the Expenses of Parent and Merger Sub (which reimbursement shall in no event exceed $3,000,000 in the aggregate and shall be payable to Parent within two (2) Business Days following the date of such termination); provided, however, if this Agreement is terminated pursuant to and in accordance with Section 10.1(f) prior to 12:01 a.m. (EST) on July 20, 2006, then, in that instance only, the Termination Fee immediately payable to Parent shall be $30,000,000, plus $3,000,000 as a reimbursement of Expenses of Parent and Merger Sub (provided that no supporting documentation shall be required by the Company pursuant with respect to Section 8.03(b) or Section 8.03(csuch Expense reimbursement). In addition, or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a10.1(e)(iv) (except or 10.1(g), then in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii))event that, (B) after the date hereof and prior to the termination of vote taken on this AgreementAgreement and the Merger at the Company Stockholders Meeting or any postponement or adjournment thereof, a Competing Transaction has been any Third Party shall have made known to the Company, or has been publicly announced or disclosed public and not withdrawn, withdrawn a proposal with respect to a Third Party Acquisition and (C) within twelve (12) months following the termination of this Agreement such Third Party Acquisition occurs, or within six (6) months following the termination of this Agreement the Company or any of its Subsidiaries consummates or enters into any definitive an agreement in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a)to effect such Third Party Acquisition, all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by then the Company or its Subsidiary into such definitive agreements in connection with shall immediately pay to Parent the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasionFee.

Termination Fee. (a) The In recognition of the efforts, expenses and other opportunities foregone by Buyer while structuring and pursuing the Merger, Company will pay, or cause shall pay to be paid, to one or more designees of THL an amount Buyer a termination fee equal to US$30,000,000 $2,125,000 (the “Company Termination Fee”) ), by wire transfer of immediately available funds to an account specified by Buyer in the event of any of the following: (i) if in the event Buyer terminates this Agreement is terminated by THL pursuant to Section 8.047.01(g), Company shall pay Buyer the Termination Fee within two (2) Business Days after receipt of Buyer’s notification of such termination; and (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except in the case event that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), (B) after the date hereof of this Agreement and prior to the termination of this Agreement, a Competing Transaction has an Acquisition Proposal shall have been made known to the Company, Company Board or senior management of Company or has been publicly announced or disclosed made directly to its shareholders generally (and not withdrawn) or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Company and (A) thereafter this Agreement is terminated by either Buyer or Company pursuant to Section 7.01(c) or Section 7.01(f) (without the Requisite Company Shareholder Approval having been obtained) or if this Agreement is terminated by Buyer pursuant to Section 7.01(e) as a result of willful breach of a covenant by Company, and (CB) within prior to the date that is twelve (12) months after the date of such termination the termination, Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing to consummate, or consummates, an Acquisition Transaction (provided whether or not the same Acquisition Transaction which was the subject of the foregoing Acquisition Proposal), then Company shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay Buyer the Termination Fee, provided, that for purposes of this Section 8.06(a7.02(a), all references in the definition of Acquisition Transaction to “20%” in the definition of “Competing Transaction” shall be deemed to be references instead refer to “50%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.70

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if If (A) Parent or the Company terminates this Agreement is terminated by THL pursuant to Section 8.049.1(c), (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b9.1(d) or Section 8.03(c), or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)9.1(g), (B) after in the date hereof case of termination pursuant to Section 9.1(d), all of the conditions set forth in Section 8.1 and prior to the termination of this Agreement, a Competing Transaction has Section 8.3 (other than Section 8.3(c)) shall have been made known to the Company, satisfied or has been publicly announced or disclosed and not withdrawnwaived, and (C) (x) a bona fide Acquisition Proposal (other than any Acquisition Proposal described in clause (iii)(x) of the definition of such term) shall have been made to the Company or publicly disclosed after the date of this Agreement and not withdrawn prior to the date of such termination or (y) a bona fide Acquisition Proposal described in clause (iii)(x) of the definition of such term shall have been made to the Company or shall have been publicly disclosed (and in either such event, with respect to which any director, officer or employee at the level of Senior Director or above of the Company has actual knowledge) after the date of this Agreement and not withdrawn or expressly rejected by the Company prior to the date of such termination, and (D) any Acquisition Proposal is consummated within twelve (12) months of such termination or the Company or any of its Subsidiaries consummates or enters into any a definitive agreement within twelve (12) months of such termination to effect any Acquisition Proposal, then on the date of such consummation or such entry into a definitive agreement, the Company shall pay a fee of $15,496,000 in connection with a Competing Transaction cash (provided that the “Termination Fee”). Solely for purposes of this Section 8.06(a9.2(b)(i), the term “Acquisition Proposal” shall have the meaning assigned to such term in Annex I, except that all references to “2015%” in the definition of or “Competing Transaction85%” therein shall be deemed to be references to “50%”). The Company Termination Fee , and clause (iii)(x) of such “Acquisition Proposal” definition shall be paid by wire transfer of same day fundsdeemed to refer only to KXXX-000, in the case of termination pursuant to clause (i) aboveXXXX-000, as promptly as possible (but in any event within ten (10) Business Days) following such terminationXXXX-000, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, XXXX-000 and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasionKIND-509.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if If (A) this Agreement is terminated by either Parent or the Company or THL pursuant to Section 8.02(a7.1(b)(i) or (except in the case that the THL Termination Fee is payable ii) or by Parent pursuant to Section 8.06(b)(ii)), 7.1(f) and (B1) after the date hereof of this Agreement and prior to or at the time of such termination of this Agreement, a Competing Transaction has Company Acquisition Proposal shall have been made known submitted to the Company, Company or has shall have been publicly announced or disclosed and not withdrawn, announced; and (C2) within twelve (12) months of such termination pursuant to Section 7.1(b)(i) or (ii) or Section 7.1(f) the Company or any of its Subsidiaries consummates or either enters into any a definitive agreement for or consummates a Company Acquisition Transaction with any Person or (B) this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(h), then the Company shall pay to Parent, in connection with immediately available funds, a Competing nonrefundable fee in the amount of $3,500,000 (the “Termination Fee”) less any amount of Parent’s Transaction Expenses previously paid by the Company pursuant to Section 7.3(b)(iii). Any Termination Fee payable by the Company to Parent pursuant to Section 7.3(b)(i)(A) shall be paid to Parent by the Company at or prior to the earlier of the execution of the agreement providing for the applicable Company Acquisition Transaction or consummation of the applicable Company Acquisition Transaction, as the case may be. Any Termination Fee payable by the Company to Parent pursuant to Section 7.3(b)(i)(B) shall be paid to Parent by the Company within three (provided that for 3) business days after such termination by Parent or the Company. For purposes of this Section 8.06(a), 7.3(b)(i) all references to “2015%” in the definition of “Competing Transaction” a Company Acquisition Transaction shall be deemed to be references to “5030%.”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (In the “Company Termination Fee”) event that (i) if an Acquisition Proposal shall have been communicated to or otherwise made known to the shareholders, senior management or board of directors of Company, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal involving Company after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Parent or Company pursuant to Section 8.03(b8.1(b) (if the Requisite Shareholder Approval has not theretofore been obtained) or Section 8.03(c), 8.1(g) or (B) by Parent pursuant to Section 8.1(e) and (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), (B) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within date that is twelve (12) months after the date of such termination the Company or any of its Subsidiaries consummates or enters into any a definitive agreement in connection with respect to or consummates an Alternative Transaction, then Company shall on the date it enters into a Competing definitive agreement pay Parent a fee equal to 20% of the Termination Fee and pay Parent a fee equal to 80% of the Termination Fee upon consummation of such Alternative Transaction (regardless of when such consummation occurs); provided that if an Alternative Transaction is consummated without entering into a definitive agreement, the entire Termination Fee shall be payable upon such consummation; provided, further, that for purposes the purpose of this Section 8.06(a)clause (iii) above only, all references to “20%” in the definition of Alternative Transaction to “Competing Transactionmore than twenty-five (25) percent” shall be deemed to be references instead refer to “more than fifty (50%”). The Company Termination Fee shall be paid by wire transfer of same day funds, ) percent” and all references in the case definition of termination pursuant Alternative Transaction to clause “at least seventy-five (i75) above, as promptly as possible percent” shall instead refer to “at least fifty (but in any event within ten (1050) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.percent”. “

Termination Fee. Other than as set forth below, the Company shall promptly, but (aexcept in the case of clause (B) The Company will paybelow) in no event later than two (2) Business Days after the date of termination pursuant to the sections of this Agreement as set forth below, or cause to be paid, to one or more designees of THL an amount pay Parent a fee equal to US$30,000,000 One Hundred Twenty-Seven Million Dollars ($127,000,000) (the “Company Termination Fee”) (i) if in the event that this Agreement is (A) terminated by THL Parent pursuant to Section 8.04, 7.1(d); (iiB) if this Agreement is terminated by the Company pursuant to Section 8.03(b7.1(g), provided that in the case of termination under Section 7.1(g), payment of the Termination Fee by the Company shall be made concurrently with such termination, or (C) terminated by Parent or the Company pursuant to Section 7.1(b), Section 7.1(f) or Section 8.03(c7.1(i), or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), (B) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (; provided that for purposes of this Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause Section 7.1(b), Section 7.1(f) (ion account of a knowing and intentional breach of one or more covenants and agreements other than Section 5.2 or Section 5.3) above, as promptly as possible or Section 7.1(i) such payment (but in any event within ten (101) Business Days) following shall be made only if after the date of this Agreement and prior to such termination, there has been disclosure publicly of an Acquisition Proposal with respect to the Company and within twelve (12) months following 72 the termination of this Agreement, an Acquisition of the Company is consummated or the Company enters into a definitive agreement with a third Person with respect to an Acquisition of the Company and (2) shall be made no later than the earlier of (x) the consummation of such Acquisition of the Company and (y) twelve (12) months following the termination of this Agreement; provided further that the Company shall not be excused of its obligation to pay the Termination Fee by reason of the termination or abandonment of any such definitive agreement with respect to the Acquisition. Notwithstanding the foregoing in the case of this Section 7.3(b)(i), no Termination Fee shall be payable with respect to any termination pursuant to clause Section 7.1(b) under circumstances where (iix) aboveParent’s or Merger Sub’s breach of this Agreement was the principal cause of the failure of the Merger Closing Date to occur on or before the End Date, at or (y) the condition set forth in Section 6.1(c) has not been satisfied prior to termination and the time Company’s breach of such termination, and in this Agreement was not the case of termination pursuant to clause (iii) above, concurrently with the earlier principal cause of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation failure of the Competing Transaction; it being understood that in no event shall satisfaction of, Section 6.1(c) on or before the Company be required to pay the Company Termination Fee on more than one occasionEnd Date.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if If (A) Parent or the Company terminates this Agreement is terminated by THL pursuant to Section 8.049.1(c), (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b9.1(d) or Section 8.03(c), or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)9.1(g), (B) after in the date hereof case of termination pursuant to Section 9.1(d), all of the conditions set forth in Section 8.1 and prior to the termination of this Agreement, a Competing Transaction has Section 8.3 (other than Section 8.3(c)) shall have been made known to the Company, satisfied or has been publicly announced or disclosed and not withdrawnwaived, and (C) (x) a bona fide Acquisition Proposal (other than any Acquisition Proposal described in clause (iii)(x) of the definition of such term) shall have been made to the Company or publicly disclosed after the date of this Agreement and not withdrawn prior to the date of such termination or (y) a bona fide Acquisition Proposal described in clause (iii)(x) of the definition of such term shall have been made to the Company or shall have been publicly disclosed (and in either such event, with respect to which any director, officer or employee at the level of Senior Director or above of the Company has actual knowledge) after the date of this Agreement and not withdrawn or expressly rejected by the Company prior to the date of such termination, and (D) any Acquisition Proposal is consummated within twelve (12) months of such termination or the Company or any of its Subsidiaries consummates or enters into any a definitive agreement within twelve (12) months of such termination to effect any Acquisition Proposal, then on the date of such consummation or such entry into a definitive agreement, the Company shall pay a fee of $15,496,000 in connection with a Competing Transaction cash (provided that the “Termination Fee”). Solely for purposes of this Section 8.06(a9.2(b)(i), the term “Acquisition Proposal” shall have the meaning assigned to such term in Annex I, except that all references to “2015%” in the definition of or “Competing Transaction85%” therein shall be deemed to be references to “50%”). The Company Termination Fee , and clause (iii)(x) of such “Acquisition Proposal” definition shall be paid by wire transfer of same day fundsdeemed to refer only to XXXX-000, in the case of termination pursuant to clause (i) aboveXXXX-000, as promptly as possible (but in any event within ten (10) Business Days) following such terminationXXXX-000, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, XXXX-000 and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasionKIND-509.

Termination Fee. (a) The In the event this Agreement is validly terminated: (i) by the Company will paypursuant to Section 8.1(c)(i) for a breach by Buyer of Section 4.11 or pursuant to Section 8.1(c)(ii) for a breach or deemed breach by Buyer of Section 5.5, (ii) by the Company or Buyer pursuant to Section 8.1(d) (and at the time of such termination the condition set forth in Section 7.1(a) or Section 7.1(b) shall not have been satisfied), (iii) by the Company or Buyer pursuant to Section 8.1(f) if such termination right arose out or relating to an Antitrust Law or (iv) by Buyer at a time when the Company could have terminated this Agreement pursuant the termination rights described in the foregoing clauses (i), (ii) or (iii), Buyer shall, subject to the last sentence of Section 8.3(b), promptly, within three (3) Business Days after the date of such termination, pay or cause to be paid, paid to one or more designees of THL an the Company a nonrefundable amount that is not subject to offset equal to US$30,000,000 $300,000,000 (the “Company Termination Fee”) (i) if this Agreement is terminated ), plus Buyer’s portion of any Shared Expenses paid or incurred by THL pursuant the Company Entities prior to such termination in accordance with Section 8.049.5, (ii) by wire transfer of immediately available funds to an account designated by the Company; provided, however, that, if this Agreement is terminated by the Company in respect of Actual Fraud or a willful or intentional breach of Section 5.5 by Buyer or Merger Sub (including any failure by Buyer or Merger Sub to comply with its obligations under Section 5.5 or by Walgreens of its obligation under Section 5 of the Buyerside Support Agreement, or to consummate the transactions contemplated by this Agreement when such transactions are required to be consummated pursuant to Section 8.03(b) or Section 8.03(c2.2, regardless of whether the Financing has been obtained), or (iii) if (A) this Agreement is terminated by either and the Company or THL pursuant shall have a right to Section 8.02(a) (except receive the Termination Fee in respect of such termination, then the Company shall be permitted to elect, by including written notice of such election in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), (B) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months notice of such termination that it delivers to Buyer, to pursue any damages and other remedies available at law or in equity available to the Company or any in respect of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a)such termination, all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day fundsand, in the case of termination pursuant the Company makes such an election, under no circumstance shall Buyer have any obligation to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior pay to the time of such termination, and in Company the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasionFee.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (In the “Company Termination Fee”) event that (i) if this Agreement is terminated by THL pursuant to Section 8.04, (iiA) if this Agreement is terminated by the Company pursuant to Section 8.03(b5.1(e) or (B) by an Investor pursuant to Section 8.03(c), 5.1(d) or (iii) if (Aii) this Agreement is terminated by either for any reason (other than primarily as a result of the Investors’ breach of their obligations under this Agreement which resulted in the failure to satisfy conditions set forth in Section 1.3(c)) and the Company enters into a definitive agreement with respect to, or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), (B) after the date hereof and prior to the termination of this Agreementconsummates, a Competing transaction contemplated by any Company Transaction has been made known to the Company, Proposal (other than a transaction entered into or has been publicly announced consummated following a voluntary or disclosed and not withdrawn, and (C) within twelve (12) months of such termination involuntary petition by the Company or any Company Subsidiary under the federal bankruptcy code) within nine (9) months of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of the date this Section 8.06(a)Agreement is terminated, all references to “20%” in then the definition of “Competing Transaction” Company shall be deemed to be references to “50%”). The Company pay the Termination Fee shall be paid by wire transfer to the accounts specified on Schedule G hereto, at or prior to the time of same day funds, termination in the case of a termination pursuant to clause (i) aboveSection 5.1(e), as promptly as possible (but in any event within ten two (102) Business Days) following such termination, termination of this Agreement in the case of a termination pursuant to clause (ii) aboveSection 5.1(d), at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with on the earlier of entering into a definitive agreement with respect to or consummating a Company Transaction Proposal. The “Termination Fee” means the entry sum of (x) $15,000,000 and (y) all fees and expenses of THL not previously paid or reimbursed to THL to date pursuant to the terms of the Exclusivity Agreement between the Company and Txxxxx X. Xxx Partners, L.P., dated as of January 3, 2008 (the “Exclusivity Agreement”) and all expenses of GS and THL not previously paid or reimbursed to GS or THL, as applicable, pursuant to Section 5.3 hereof; provided, however, that in the event the Termination Fee is paid because the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Company Transaction Proposal within nine (9) months of the date this Agreement is terminated, the Termination Fee shall be increased by any and all amounts refunded by the Investors to the Company or its Subsidiary into such definitive pursuant to the several letter agreements in connection with among the Competing Transaction or consummation Investors and the Company dated as of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasiondate hereof.

Termination Fee. (a) The Company will payNotwithstanding any provision in this Agreement to the contrary, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) if (i) if prior to the termination of this Agreement Agreement, any Company Alternative Proposal is terminated by THL pursuant to Section 8.04commenced, publicly proposed or publicly disclosed prior to, and, in each case, not withdrawn at the time of, the Company Meeting, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b7.1(b) (but only if at such time Parent would not be prohibited from terminating this Agreement by application of Section 7.1(b)(ii)) or by Parent or the Company pursuant to Section 8.03(c7.1(d) and (iii) concurrently with or within (A) nine (9) months after such termination, any agreement relating to a Qualifying Transaction (as defined below) shall have been entered into with the person who made the Company Alternative Proposal that was existing at the time of the Company Meeting, or any affiliate or associate thereof (each, a “Qualifying Person”), or (iii) if (A) this Agreement is terminated by either the Company or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), (B) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and six (C) within twelve (126) months of after such termination the Company termination, any agreement relating to a Qualifying Transaction shall have been entered into with any person other than a Qualifying Person or Parent, any of its Subsidiaries consummates or enters into any definitive agreement of their affiliates or associates, then, in connection either case, the Company shall pay to Parent a fee of $120 million in cash and the Company shall have no further liability with a Competing Transaction respect to this Agreement or the transactions contemplated hereby to Parent or its shareholders (provided that nothing herein shall release any party from liability for purposes of this Section 8.06(aintentional breach or fraud), all references to “20%” in the definition of “Competing Transaction” shall be deemed such payment to be references made upon entering into an agreement relating to “50%”). The Company Termination Fee shall be paid by wire transfer of same day fundssuch Qualifying Transaction, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee fee referred to in this Section 7.2 on more than one occasion. For purposes of this Agreement, “Qualifying Transaction” shall mean any (i) acquisition of the Company by merger or business combination transaction, or for a “merger of equals” with the Company; (ii) acquisition by any person (other than Parent, any of its Subsidiaries or their affiliates or associates) of forty percent (40%) or more of the assets of the Company and its Subsidiaries, taken as a whole; or (iii) acquisition by any person of forty percent (40%) or more of the outstanding shares of Company Common Stock.

Termination Fee. (a) The Company will payNotwithstanding any provision in this Agreement to the contrary, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) if (i) if (A) prior to the termination of this Agreement, any Alternative Proposal (substituting 20% for the 15% thresholds set forth in the definition of "Alternative Proposal;" PROVIDED, that any proposals for the acquisition of any of the Proposed Divestitures shall not be included in the calculation of such 20% threshold with respect to assets of the Company and its Subsidiaries) is publicly proposed or publicly disclosed prior to, and not withdrawn at the time of, the Company Meeting, (B) this Agreement is terminated by THL Parent or the Company pursuant to Section 8.047.1(d) and (C) concurrently with or within nine (9) months after such termination, a transaction the proposal of which would constitute an Alternative Proposal (substituting 50% for the 15% thresholds set forth in the definition of "Alternative Proposal") (a "QUALIFYING TRANSACTION") shall have occurred or any definitive agreement providing for a Qualifying Transaction shall have been entered into or (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b7.1(g) or Section 8.03(c), or (iii) if (A) this Agreement is terminated by either the Company or THL Parent pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)7.1(h), (B) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C) within twelve (12) months of then in any such termination event the Company or any shall pay to Parent a fee of its Subsidiaries consummates or enters into any definitive agreement $171,900,000 in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a)cash, all references to “20%” in the definition of “Competing Transaction” shall be deemed such payment to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day fundsmade, in the case of termination by the Company pursuant to clause (i) aboveSection 7.1(g), as promptly as possible (but in any event within ten (10) Business Days) following concurrently with such termination, or in the case of termination by Parent pursuant to clause Section 7.1(h), two (ii2) above, at or prior to business days after the time date of such termination, and in the case of termination pursuant to clause (iii) aboveor, concurrently with otherwise, upon the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or (i) consummation of the Competing such Qualifying Transaction and (ii) entry into a definitive agreement providing for a Qualifying Transaction; , it being understood that in no event shall the Company be required to pay the Company Termination Fee fee referred to in this Section 7.2(a) on more than one occasion.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by In the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if event that (A) this Agreement is terminated by either the Company or THL (1) Parent pursuant to Section 8.02(a8.1(d) or (except in 2) the case that the THL Termination Fee is payable Company pursuant to Section 8.06(b)(ii)), 8.1(e) or (BB)(1) after the date hereof and prior to the termination of this AgreementAcceptance Time, a Competing Transaction has Proposal shall have been made known directly to the Company, stockholders of the Company generally or has been shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or disclosed not conditional and whether or not withdrawn) to make a Competing Proposal, (2) thereafter this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(c) and (C3) within on or prior to the twelve (12) months month anniversary of such termination termination, the Company or any of its Subsidiaries consummates or enters into any a definitive agreement in connection with respect to a Competing Transaction Proposal or the transactions contemplated thereby are actually consummated, then the Company shall pay to Parent a fee of Thirty Five Million One Hundred Fifty Thousand Dollars (provided that for purposes $35,150,000.00) (the “Termination Fee”) on the first business day following (x) in the case of a payment required by clause (A) above, the date of termination of this Section 8.06(aAgreement and (y) in the case of a payment required by clause (B) above, the date of the first to occur of the events referred to in clause (B)(3) (unless the events referred to in clause (B)(3) occurred prior to any termination referred to in clause (B)(2), all references to “20%” in which case, the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in payable on the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time date of such termination) and, and in each case, upon the case of termination pursuant to clause (iii) above, concurrently with the earlier payment of the entry by Termination Fee, the Company shall have no further liability with respect to this Agreement or its Subsidiary into such definitive agreements in connection with the Competing Transaction Transactions contemplated hereby to Parent or consummation Purchaser. Table of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.Contents

Termination Fee. (a) The Company will payNotwithstanding any provision in this Agreement to the contrary, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) if (i) if this Agreement is terminated by THL the Company or Newco pursuant to Section 8.047.01(e), (ii) if this Agreement is terminated by Newco pursuant to Section 7.01(f), or (iii) (w) prior to the termination of this Agreement, a bona fide Takeover Proposal is commenced, publicly proposed or publicly disclosed and not withdrawn, and (x) this Agreement is terminated by the Company pursuant to Section 8.03(b7.01(b) or Section 8.03(c), or 7.01(d) (iii) if (A) this Agreement is terminated by either but only due to the failure of the Company stockholders to approve the Merger) or THL by Newco pursuant to Section 8.02(a7.01(g), and (y) concurrently with or within 120 days after such termination a Takeover Proposal shall have been consummated, then, in each case, the Company shall pay to Newco a termination fee of $6.5 million in cash, plus its reasonable out of pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby (except "Termination Fee"), such payment to be made simultaneously with such termination in the case that of a termination by the THL Termination Fee is payable Company pursuant to Section 8.06(b)(ii))7.01(e) and promptly, (Bbut in no event later than the second business day following a termination by Newco pursuant to Section 7.01(e) after the date hereof and prior to the termination of this Agreement, a Competing Transaction has been made known to the Company, or has been publicly announced or disclosed and not withdrawn, and (C7.01(f) within twelve (12) months of such termination the Company or any of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of this Section 8.06(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”). The Company Termination Fee shall be paid by wire transfer of same day fundsand, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above), concurrently with upon the earlier consummation of such Takeover Proposal; provided, however, that the entry Company shall have no obligation to pay Newco such Termination Fee if prior to any termination by the Company or Newco pursuant to Section 7.01(e) or by Newco pursuant to Section 7.01(f)(ii) or (g) a Material Adverse Effect in Financing shall have occurred or Newco shall have failed to comply with its Subsidiary into such definitive agreements obligations under Section 5.14 hereof. Notwithstanding any provision in connection with this Agreement to the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall contrary, if this Agreement is terminated (1) by the Company or Newco under Section 7.01(b) and either (a) Newco shall have failed to perform its obligations under Section 5.14 or (b) all conditions to each of Newco's obligations specified in Sections 6.01 and 6.03 hereof other than the condition specified in 6.03(c) shall have occurred, been satisfied or waived, as appropriate, or (c) if the Equity Financing shall be required unavailable for any reason or (2) by the Company pursuant to Section 7.01(h), then in each case Newco shall pay the Company Termination Fee on more than one occasiona termination fee of $1.65 million. The foregoing fees shall be considered liquidated damages for any breach under this Agreement for the party paying the fee. The parties further agree that Newco's payment of any fee pursuant to this Section 7.02 shall satisfy in full any obligation of Guarantor as the limited guarantor of Newco's obligations under this Agreement.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (In the “Company Termination Fee”) event that (i) if this Agreement is terminated by THL pursuant to Section 8.04, (iiA) if this Agreement is terminated by the Company pursuant to Section 8.03(b5.1(e) or (B) by an Investor pursuant to Section 8.03(c), 5.1(d) or (iii) if (Aii) this Agreement is terminated by either for any reason (other than primarily as a result of the Investors’ breach of their obligations under this Agreement which resulted in the failure to satisfy conditions set forth in Section 1.2(c)) and the Company enters into a definitive agreement with respect to, or THL pursuant to Section 8.02(a) (except in the case that the THL Termination Fee is payable pursuant to Section 8.06(b)(ii)), (B) after the date hereof and prior to the termination of this Agreementconsummates, a Competing transaction contemplated by any Company Transaction has been made known to the Company, Proposal (other than a transaction entered into or has been publicly announced consummated following a voluntary or disclosed and not withdrawn, and (C) within twelve (12) months of such termination involuntary petition by the Company or any Company Subsidiary under the federal bankruptcy code) within nine (9) months of its Subsidiaries consummates or enters into any definitive agreement in connection with a Competing Transaction (provided that for purposes of the date this Section 8.06(a)Agreement is terminated, all references to “20%” in then the definition of “Competing Transaction” Company shall be deemed to be references to “50%”). The Company pay the Termination Fee shall be paid by wire transfer to the accounts specified on Schedule H hereto, at or prior to the time of same day funds, termination in the case of a termination pursuant to clause (i) aboveSection 5.1(e), as promptly as possible (but in any event within ten two (102) Business Days) following such termination, termination of this Agreement in the case of a termination pursuant to clause (ii) aboveSection 5.1(d), at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with on the earlier of entering into a definitive agreement with respect to or consummating a Company Transaction Proposal. The “Termination Fee” means the entry by sum of (x) $15,000,000 and (y) all fees and expenses of THL not previously paid or reimbursed to THL to date pursuant to the terms of the Exclusivity Agreement between the Company and Txxxxx X. Xxx Partners, L.P., dated as of January 3, 2008 (the “Exclusivity Agreement”), all expenses of GS and THL not previously paid or its Subsidiary into such definitive agreements in connection with the Competing Transaction reimbursed to GS or consummation THL, as applicable, pursuant to Section 5.3 of the Competing Transaction; it being understood that in no event shall the Company be required Prior Agreement, and all expenses of GS and THL not previously paid or reimbursed to pay the Company Termination Fee on more than one occasionGS or THL, as applicable, pursuant to Section 5.3 hereof.

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees Merger Agreement contemplates that a termination fee of THL an amount equal to US$30,000,000 $40 million (the “Company Termination Fee”) will be payable by the Company to Parent under any of the following circumstances; provided, however, if the Termination Fee is payable with respect to a termination arising out of an Intervening Event, the Termination Fee will be one and one-half times (1.5x) such amount. If the Merger Agreement is terminated: (i) if this Agreement is terminated by THL Parent pursuant to Section 8.04, paragraph (c)(i) or paragraph (c)(iv) above; (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(bparagraph (d)(i) or Section 8.03(c), above; or (iii) if (A) this Agreement is terminated either (w) by either Parent or the Company or THL pursuant to Section 8.02(aparagraph (b)(ii) above, (except in the case that the THL Termination Fee is payable x) by Parent pursuant to Section 8.06(b)(ii))paragraph (c)(ii) above, (y) by Parent pursuant to paragraph (c)(iii) above due to a failure to satisfy the Minimum Condition or pursuant to paragraph (c)(v) above or (z) by the Company pursuant to paragraph (d)(iii) above, (B) after the date hereof and prior to the termination of this Agreementthe Merger Agreement pursuant to paragraphs (b)(ii), (c)(ii), (c)(iii), (c)(v) and (d)(iii) above, a Competing Transaction has been Person shall have made known to the Company, or has been publicly announced or disclosed a Company Acquisition Proposal that was not bona fide and not withdrawn, irrevocably withdrawn at the time of termination and (C) within twelve (12) months of after any such termination either (1) the Company or any of its Subsidiaries consummates or enters into any definitive an agreement in connection with respect to a Competing Transaction Company Acquisition Proposal or (provided 2) a Company Acquisition Proposal is consummated; provided, that for purposes the purpose of this Section 8.06(a)paragraph, all references in the definition of “Company Acquisition Proposal” to “20%” in the definition of “Competing Transaction” shall instead be deemed to be references refer to “50%”, then the Company will pay to Parent the Termination Fee (A) concurrently with such termination in the case of a termination pursuant to paragraph (d)(i) above, (B) within five (5) Business Days after such termination in the case of a termination pursuant to paragraphs (c)(i) or (c)(iv) above and (C) upon the earlier of the entry into an agreement with respect to a Company Acquisition Proposal or the consummation of a Company Acquisition Proposal in the case of a termination pursuant to paragraphs (b)(ii), (c)(ii), (c)(iii), (c)(v) or (d)(iii) above. The Company Termination Fee shall be paid by wire transfer of same day funds, immediately available funds to such account as Parent may designate in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior writing to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion.Company. 40

Termination Fee. (a) The Company will pay, or cause to be paid, to one or more designees of THL an amount equal to US$30,000,000 (the “Company Termination Fee”) (i) if this Agreement is terminated by THL pursuant to Section 8.04, (ii) if this Agreement is terminated by the Company pursuant to Section 8.03(b) or Section 8.03(c), or (iii) if If (A) this Agreement is terminated by either Parent or the Company or THL pursuant to Section 8.02(a7.1(b)(i) or (except in the case that the THL Termination Fee is payable ii) or by Parent pursuant to Section 8.06(b)(ii)), 7.1(f) and (B1) after the date hereof of this Agreement and prior to or at the time of such termination of this Agreement, a Competing Transaction has Company Acquisition Proposal shall have been made known submitted to the Company, Company or has shall have been publicly announced or disclosed and not withdrawn, announced; and (C2) within twelve (12) months of such termination pursuant to Section 7.1(b)(i) or (ii) or Section 7.1(f) the Company or any of its Subsidiaries consummates or either enters into any a definitive agreement for or consummates a Company Acquisition Transaction with any Person or (B) this Agreement is terminated by Parent pursuant to Section 7.1(d) or by the Company pursuant to Section 7.1(h), then the Company shall pay to Parent, in connection with immediately available funds, a Competing nonrefundable fee in the amount of $3,500,000 (the "TERMINATION FEE") less any amount of Parent's Transaction Expenses previously paid by the Company pursuant to Section 7.3(b)(iii). Any Termination Fee payable by the Company to Parent pursuant to Section 7.3(b)(i)(A) shall be paid to Parent by the Company at or prior to the earlier of the execution of the agreement providing for the applicable Company Acquisition Transaction or consummation of the applicable Company Acquisition Transaction, as the case may be. Any Termination Fee payable by the Company to Parent pursuant to Section 7.3(b)(i)(B) shall be paid to Parent by the Company within three (provided that for 3) business days after such termination by Parent or the Company. For purposes of this Section 8.06(a), 7.3(b)(i) all references to “20"15%” " in the definition of “Competing Transaction” a Company Acquisition Transaction shall be deemed to be references to “50"30%”). The Company Termination Fee shall be paid by wire transfer of same day funds, in the case of termination pursuant to clause (i) above, as promptly as possible (but in any event within ten (10) Business Days) following such termination, in the case of termination pursuant to clause (ii) above, at or prior to the time of such termination, and in the case of termination pursuant to clause (iii) above, concurrently with the earlier of the entry by the Company or its Subsidiary into such definitive agreements in connection with the Competing Transaction or consummation of the Competing Transaction; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion."