Common use of Termination Clause in Contracts

Termination. PHB may terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditions: (a) If for any reason Grantee receives a payment under this Agreement and does not use Grant Funds for Eligible Costs; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB may 12.1 This Agreement shall apply until, and shall terminate this Agreement (including incorporated documents) in whole or in partautomatically upon, without further liability and without impairment of its remedies, effective upon delivery of written notice the earliest to owner, under any occur of the following conditionsevents: (a) If for any reason Grantee receives the Target stated in writing prior to entering into a payment under this Merger Agreement and does that it will not use Grant Funds for Eligible Costsproceed with the Proposed Transaction and, in the unanimous opinion of the Investors, there being no reasonable prospect of the Proposed Transaction (or substantially similar transaction) being recommenced within three (3) months of such decision; (b) If PHB’s PCEF funding is a Merger Agreement has not continued at levels sufficient to allow for delivery of full Grant funding providedbeen fully executed and delivered by a Holding Vehicle and its applicable Affiliates, however that Grant Funds that have been disbursed for Eligible Uses on the one hand, and the Target or an applicable Affiliate thereof, on the other hand, within three (3) months (or such other period as of may be agreed in writing among the Investors) from the date of termination shall not be subject to this Agreement (the repayment obligations pursuant to Section 7.1, below“Outside Date”); (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted the Merger Agreement is terminated in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by accordance with its legal counsel to have lost the authority to administer the Programterms; (d) On the occurrence date upon which (i) ONE delivers written notice that it is terminating the ONE ECL in accordance with the terms thereof or (ii) any Investor delivers written notice prior to the earlier of a Delayed Construction Termination under Section 5.4(x) 30 days from the date hereof and (y) entry into the Merger Agreement that it has determined, on the advice of its outside tax advisors, that it is not feasible to structure the Proposed Transaction so as to qualify for tax free or tax deferred treatment with respect to the Rollover Equity or so as to otherwise avoid material adverse tax consequences to that Investor; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier occurrence of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowClosing; or (f) the Majority Investors unanimously agree in writing to terminate this Agreement; (the “Termination Date”). 12.2 If PHB determines this Agreement is terminated in accordance with this Section 12, then the Surviving Provisions will survive such termination; provided, however, that if this Agreement is terminated pursuant to Section 12.1(e), only the last sentence of Section 2.2 and the terms of Section 3, Section 7, Section 10.1, Section 11 and this Section 12.2 (and any representationrelated definitions) shall survive in accordance with the terms of such Sections until fully performed. The termination of this Agreement shall not prejudice any rights, warranty, liabilities or covenant obligations that have accrued prior to such termination. Following termination of Grantee in this Agreement, whether in whole no Investor, the Consortium or in part, is materially false Bidco shall incur any further Investor Expenses or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of Consortium Expenses that any other law relating Investor would be required to bankruptcy, insolvency, reorganization, liquidation, winding-up, contribute to or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingreimburse.

Termination. PHB This Agreement may terminate be terminated prior to the Effective Time (whether before or after the adoption of this Agreement by the Required Company Stockholder Vote, except that this Agreement may only be terminated pursuant to Section 8.1(e), or (including incorporated documentsh) in whole or in part, without further liability and without impairment prior to the adoption of its remedies, effective upon delivery of this Agreement by the Required Company Stockholder Vote) by written notice to owner, under any of the following conditionsterminating Party to the other Parties: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding by either Parent or the Company if the Merger shall not have been consummated by 11:59 p.m. (New York time) on December 21, 2021 (the “Outside Date”); provided, however, that (x) if, on such date, the conditions to Closing set forth in Section 6.6 and Section 7.5 shall not have been fulfilled but all other conditions to Closing either have been fulfilled or waived or would be fulfilled if the Closing were to occur on such date, then the Outside Date shall, without any action on the part of the Parties, automatically be extended to March 21, 2022 and such date shall become the “Outside Date” for all purposes of this Agreement and (y) a Party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) if the failure to consummate the Merger by the Outside Date is primarily attributable to a failure on the part of such Party to perform any covenant or obligation in this Agreement required to be performed by such Party at or prior to the Effective Time; (c) (i) by either Parent or the Company if any Legal Restraint having the effect set forth in Section 6.7 or Section 7.6 shall be in effect and shall have become final and nonappealable, (ii) by Parent if any litigation shall have been filed by the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”) and not continued withdrawn by the FTC or DOJ or resolved that, if successful, would have the effect set forth in Section 6.7 (other than a Legal Restraint seeking a Permitted Restriction); provided, that Parent shall, within the thirty (30) day period following filing of such litigation either (x) elect to terminate this Agreement pursuant to this Section 8.1(c) by delivering written notice thereof to the Company (a “Termination Notice”), or (y) elect to defend such litigation by delivering written notice thereof (a “Litigation Notice”) to the Company, whereupon Parent shall use reasonable best efforts to defend against such litigation and this Agreement shall continue in force and effect subject to the terms hereof unless and until Parent thereafter delivers a Termination Notice (it being understood and agreed that Parent may deliver notice to the Company that it no longer intends to defend against such litigation and thereby terminate this Agreement pursuant to this Section 8.1(c) at levels sufficient to allow for any time following delivery of full Grant funding provided, however that Grant Funds that a Litigation Notice for so long as the applicable litigation has not been withdrawn by the FTC or DOJ or resolved); or (iii) by the Company if (A) any litigation shall have been disbursed for Eligible Uses filed by the FTC or the DOJ that, if successful, would have the effect set forth in Section 7.6 (other than a Legal Restraint seeking a Permitted Restriction) and (B) Parent has either (x) failed to timely deliver a Termination Notice or Litigation Notice within the thirty (30) day period following the filing of litigation in accordance with clause (ii) hereof, or (y) failed, following delivery of a Litigation Notice, to continue to use reasonable best efforts to defend against such litigation; (d) by either Parent or the Company if: (i) the Company Stockholders Meeting (including any adjournments and postponements thereof) shall have been held and completed and the Company’s stockholders shall have taken a final vote on a proposal to adopt this Agreement; and (ii) this Agreement shall not have been adopted at the Company Stockholders Meeting (and shall not have been adopted at any adjournment or postponement thereof) by the Required Company Stockholder Vote; (e) by Parent (at any time prior to the adoption of this Agreement by the Required Company Stockholder Vote) if a Triggering Event shall have occurred; (f) by Parent if: (i) any of the Company’s representations or warranties contained in this Agreement shall be inaccurate as of the date of termination this Agreement or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date) (in each case, other than any such representation or warranty made as of a specific date (which shall include, for the avoidance of doubt, any representation or warranty made “as of the date of this Agreement” or any similar phrase)) such that any of the conditions set forth in Section 6.1would not be subject satisfied, (ii) any of the Company’s representations or warranties contained in this Agreement made as of a specific date (which shall include, for the avoidance of doubt, any representation or warranty made “as of the date of this Agreement” or any similar phrase) shall be inaccurate as of such specified date such that any of the conditions set forth in Section 6.1 would not be satisfied or (iii) the Company shall have breached any of the Company’s covenants or obligations contained in this Agreement such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that for purposes of clauses (i), (ii) and (iii) above, if an inaccuracy in any of the Company’s representations or warranties or a breach of a covenant or obligation by the Company is curable by the Company prior to the repayment obligations pursuant Outside Date (as it may be extended in accordance with Section 8.1(b)) and the Company is continuing to Section 7.1exercise its reasonable best efforts to cure such inaccuracy or breach, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in then Parent may not terminate this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations Agreement under this Agreement and if Section 8.1(f) on account of such failure remains inaccuracy or breach unless such inaccuracy or breach shall remain uncured by Grantee for a period of thirty (30) days after commencing on the date that Parent gives the Company notice thereof of such inaccuracy or breach; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(f) if Parent is then in material breach of any of its obligations under this Agreement so as to result in the failure of a condition set forth in Section 7.2; (g) by the Company if: (i) any of Parent’s representations or warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have been given become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date) (in each case, other than any such representation or warranty made as of a specific date (which shall include, for the avoidance of doubt, any representation or warranty made “as of the date of this Agreement” or any similar phrase)) such that any of the conditions set forth in Section 7.1 would not be satisfied, (ii) any of Parent’s representations or warranties contained in this Agreement made as of a specific date (which shall include, for the avoidance of doubt, any representation or warranty made “as of the date of this Agreement” or any similar phrase) shall be inaccurate as of such specified date such that any of the conditions set forth in Section 7.1 would not be satisfied or (iii) Parent shall have breached any of Parent’s covenants or obligations contained in this Agreement such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that for purposes of clauses (i), (ii) and (iii) above, if an inaccuracy in any of Parent’s representations or warranties or a breach of a covenant or obligation by CityParent is curable by Parent by the Outside Date (as it may be extended in accordance with Section 8.1(b)) and Parent is continuing to exercise its reasonable best efforts to cure such inaccuracy or breach, then the Company may not terminate this Agreement under this Section 8.1(g) on account of such inaccuracy or if breach unless such default runs inaccuracy or breach shall remain uncured for a period of ninety thirty (9030) days from commencing on the date Grantee should, with due diligence, have discovered that the Company gives Parent notice of such default, then City may declare an “Event of Default” to have occurred hereunder inaccuracy or breach; provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(g) if the Company is then in material breach of any of its obligations under this Agreement so as to result in the event failure of a foreclosure, deed condition set forth in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below6.2; or (fh) If PHB determines that by the Company (at any representationtime prior to the adoption of this Agreement by the Required Company Stockholder Vote) in order to accept a Superior Offer and enter into a binding, warrantywritten, or covenant definitive agreement in respect of Grantee in this the transaction contemplated by such Superior Offer (an “Alternative Acquisition Agreement”), whether in whole or in part, is materially false or invalid; or (g) If Grantee if: (i) applies for or consents to the appointment ofCompany’s board of directors, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially after satisfying all of its propertythe applicable requirements set forth in Section 5.2(d)(i), shall have authorized the Company to enter into such Alternative Acquisition Agreement; (ii) admits in writing its inability, or is generally unable, the Company shall have delivered to pay its debts Parent a written notice (that includes a copy of the Alternative Acquisition Agreement as they become due, an attachment) containing the Company’s representation and warranty that the Company’s board of directors has authorized the execution and delivery of the Alternative Acquisition Agreement on behalf of the Company and that the Company will enter into the Alternative Acquisition Agreement concurrently with the termination of this Agreement pursuant to this Section 8.1(h); (iii) makes a general assignment for substantially concurrently with the benefit termination of its creditorsthis Agreement pursuant to this Section 8.1(h), the Company enters into the Alternative Acquisition Agreement with respect to such Superior Offer; and (iv) commences a voluntary case under prior to or substantially concurrently with such termination, the federal Bankruptcy Code (as now Company shall have paid to Parent or hereafter its designee the Termination Fee. Notwithstanding anything to the contrary contained in effect)this Section 8.1, (v) is adjudicated a bankrupt this Agreement may not be terminated by the Company unless any Termination Fee required to be paid by the Company at or insolvent, (vi) files a petition seeking prior to take advantage the time of any other law relating such termination pursuant to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert Section 8.3 shall have been paid in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingfull.

Termination. PHB may terminate Notwithstanding any other provision of this Agreement, and notwithstanding the approval of this Agreement (including incorporated documents) in whole by the shareholders of Malvern or in partFirst Bank, without further liability this Agreement may be terminated and without impairment of its remedies, effective upon delivery of written notice the Merger abandoned at any time prior to owner, under any of the following conditionsEffective Time: (a) If for any reason Grantee receives a payment under this Agreement By mutual written agreement of First Bank and does not use Grant Funds for Eligible CostsMalvern; (b) If PHB’s PCEF funding By either Party in the event (i)(A) any Regulatory Authority has denied a Requisite Regulatory Approval and such denial has become final, or has advised either Party in writing or both Parties orally that it will not grant (or intends to rescind or revoke if previously approved) a Requisite Regulatory Approval), or (B) any Regulatory Authority shall have requested in writing that Malvern or First Bank or any of their respective Affiliates withdraw (other than for technical reasons), and not be permitted to resubmit within 60 days, any application with respect to a Requisite Regulatory Approval, provided that (1) the failure to obtain a Requisite Regulatory Approval shall be not be due to the failure of the Party seeking to terminate this Agreement to perform or observe, in any material respect, the obligations, covenants and agreements of such Party set forth herein and (2) the Party seeking to terminate this Agreement pursuant to this Section 9.1(b)(i) shall have used its reasonable best efforts to contest, appeal and change such denial or (ii) any Law or Order permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have become final and nonappealable, provided that (A) the Party seeking to terminate this Agreement pursuant to this Section 9.1(b)(ii) shall have used its reasonable best efforts to contest, appeal and remove such Law or Order and (B) the failure of such condition to be satisfied or fulfilled is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as a result of the date failure of termination shall not be subject the Party seeking to terminate this Agreement to perform or observe, in any material respect, the repayment obligations pursuant to Section 7.1obligations, belowcovenants and agreements of such Party set forth herein; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted By either Party in such a way the event that the intended use Merger shall not have been consummated by the 12-month anniversary of Grant funding for the Project date hereof, if the failure to consummate the transactions contemplated hereby on or before such date is no longer allowable or appropriate or not caused by any breach of this Agreement by the Project is no longer eligible for the Grant funding identified in Party electing to terminate pursuant to this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the ProgramSection 9.1(c); (d) On By First Bank in the occurrence event that any of the conditions precedent to the obligations of First Bank to consummate the Merger contained in Section 8.2 cannot be satisfied or fulfilled by the date specified in Section 9.1(c) (provided that the failure of such condition to be satisfied or fulfilled is not a Delayed Construction Termination under result of First Bank’s failure to perform, in any material respect, any of its covenants or agreements contained in this Agreement or the breach by First Bank of any of its material representations or warranties contained in this Agreement) and which is not cured within forty-five (45) days following written notice to Malvern, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the date specified in Section 5.49.1(c)); (e) If Grantee By First Bank in the event that the board of directors of Malvern has (i) failed to recommend the Merger and the approval of this Agreement by the shareholders of Malvern or otherwise effected a Change in the Malvern Recommendation in a manner adverse in any respect to the interests of First Bank, (ii) breached the terms of Section 7.2 in any respect adverse to First Bank (other than unintentional, immaterial breaches that do not prejudice First Bank’s rights under such section), or fails (iii) breached its obligations under Section 7.1 by failing to timely perform call, give notice of, convene and/or hold Malvern Shareholders Meeting in accordance with Section 7.1; (f) By Malvern in the event that any of the conditions precedent to the obligations of Malvern to consummate the Merger contained in Section 8.3 cannot be satisfied or fulfilled by the date specified in Section 9.1(c) (provided that the failure of such condition to be satisfied or fulfilled is not a result of Malvern’s failure to perform, in any material respect, any of its obligations under covenants or agreements contained in this Agreement or the breach by Malvern of any of its material representations or warranties contained in this Agreement) and if such failure remains uncured by Grantee for a period of thirty which is not cured within forty-five (3045) days after following written notice thereof to First Bank, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the date specified in Section 9.1(c)); (g) by First Bank, if the FDIC or NJDOBI has granted a Requisite Regulatory Approval but such Requisite Regulatory Approval contains or would result in the imposition of a Burdensome Condition and there is no meaningful possibility that such Requisite Regulatory Approval could be revised prior to the date specified in Section 9.1(c) so as not to contain or result in a Burdensome Condition; (h) by First Bank or Malvern if the FDIC or NJDOBI shall have been given by Cityrequested in writing that First Bank, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days Malvern or any lesser notice period provided of their respective Affiliates withdraw (other than for technical reasons), and not be permitted to resubmit within 60 days, any application with respect to a Requisite Regulatory Approval; (i) by PHB, PHB mayeither Malvern or First Bank if (i) First Bank Shareholder Approval at the First Bank Shareholder Meeting or (ii) the Malvern Shareholder Approval at the Malvern Shareholder Meeting, in its commercially reasonable discretioneither case, extend shall not have been obtained by reason of the correction period for up failure to six obtain the required vote at a duly held meeting of such shareholders as may be adjourned or postponed in accordance with this Agreement; provided, that the Party seeking to terminate the Agreement has not failed to perform or observe, in any material respect, the obligations, covenants and agreements of such Party set forth herein; or (6j) months; and provided further, howeverby ▇▇▇▇▇▇▇, in the event that the board of directors of First Bank has (i) failed to recommend the Merger, the approval of this Agreement and the increase by three of the number of directors constituting the entire Board of Directors of First Bank by the shareholders of First Bank or otherwise effected a foreclosure, deed change in lieu of foreclosure, or similar event with the First Bank Recommendation in a manner adverse in any respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier interests of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its propertyMalvern, (ii) admits breached the terms of Section 7.2 in writing its inabilityany respect adverse to Malvern (other than unintentional, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case immaterial breaches that do not prejudice Malvern’s rights under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effectsuch section), or (viiiiii) takes any action for the purpose of effecting any of the foregoingbreached its obligations under Section 7.1 by failing to call, give notice of, convene and/or hold First Bank Shareholders Meeting in accordance with Section 7.1.

Termination. PHB This Agreement may terminate this Agreement be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time (including incorporated documents) provided that, in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any the case of the following conditionsCompany, any such action must be authorized by a unanimous recommendation of the Special Committee), as follows: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHBby either Parent or the Company, if: (i) the Effective Time shall not have occurred on or before May 6, 2016 (such date as may be extended in accordance with this Section 8.01(b)(i), the “Termination Date”), provided that the right to terminate this Agreement pursuant to this Section 8.01(b)(i) shall not be available to any party if the circumstances described in this Section 8.01(b)(i) are primarily caused by such party’s PCEF funding is not continued at levels sufficient failure to allow for delivery of full Grant funding comply with its obligations under this Agreement; and provided, however further, that Grant Funds the Termination Date may be extended by Parent or the Company (by written notice to the other party) to a date which is no later than August 8, 2016 in the event that, on the Termination Date, (x) all of the conditions to Closing (other than those that by their terms are to be satisfied at the Closing) have been disbursed for Eligible Uses satisfied or waived (provided that the conditions to Closing that by their terms are to be satisfied at the Closing would be satisfied as of the date of termination shall Termination Date if the Closing were to occur on the Termination Date), (y) Parent has made a Specified Filing for which it has not be subject received consent or approval for the Merger from the applicable Governmental Authority and (z) the Closing has not occurred pursuant to the repayment obligations pursuant proviso in Section 1.02, and following any such extension, the “Termination Date” for all purposes hereunder shall be deemed to Section 7.1, belowbe such extended date; (ii) an Injunction shall have been issued; or (iii) if the Requisite Company Vote is not obtained at the Shareholders’ Meeting or any adjournment thereof at which this Agreement has been voted upon; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that by the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or Company if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof there shall have been given by City, or if such default runs for a period breach of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, covenant or agreement on the part of Parent and Merger Sub set forth in this Agreement (including a failure by Parent and Merger Sub to complete the Closing subject to and in accordance with Section 1.02), or if any representation or warranty of Parent and Merger Sub shall have become untrue, in either case such that the conditions set forth in Section 7.03(a) or Section 7.03(b) would not be satisfied; provided, however, that, the Company shall not have the right to terminate this Agreement pursuant to this Section 8.01(c) if the Company is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (d) by Parent: (i) if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Grantee the Company set forth in this Agreement, whether or if any representation or warranty of the Company shall have become untrue, in whole either case such that the conditions set forth in Section 7.02(a) or Section 7.02(b) would not be satisfied; provided, however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 8.01(d)(i) if either Parent or Merger Sub is then in partmaterial breach of any of its representations, is materially false warranties, covenants or invalidother agreements hereunder; or (gii) If Grantee if (iA) applies for there shall have been a Change in the Company Recommendation, (B) the Company Board shall have adopted, approved, endorsed or consents to the appointment ofrecommended, or shall have proposed publicly to adopt, approve, endorse or recommend, an Acquisition Proposal, (C) the taking of possession by, a receiver, custodian, trustee, Company or liquidator of itself or all or substantially all any of its propertySubsidiaries shall have consummated or entered into any letter of intent, Contract, commitment or obligation with respect to any Acquisition Proposal (ii) admits other than a confidentiality agreement entered into in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectcompliance with Section 6.04(b)), (vD) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking the Company shall have failed to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert include the Company Recommendation in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect)Proxy Statement, or (viiiE) takes a tender offer or exchange offer by a Third Party for any action for the purpose of effecting any Ordinary Shares representing ten percent (10%) or more of the foregoingoutstanding Ordinary Shares is commenced, and the Company Board fails to recommend against acceptance of such tender offer or exchange offer by its shareholders (including by taking no position with respect to the acceptance of such tender offer or exchange offer by its shareholders) within ten (10) Business Days after the public announcement of such tender offer or exchange offer.

Termination. PHB may (a) This Agreement shall terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditionsupon: (ai) If for The written agreement of the Parties; or (ii) The dissolution, liquidation or winding up of the Company; (iii) Except as provided in Section 14.9(c), the rights and obligations of a Shareholder hereunder automatically shall terminate from and as of the time such Shareholder, directly or indirectly, no longer owns or holds any reason Grantee receives Shares. Provided further in addition to specifically provided in each Section the rights of any Party under Section 4, Section 5 and Section 6 shall terminate automatically from and as of the time (X) in the case of the Network18 Group, the Network18 Group and the employees of the Company own or hold in the aggregate less than 10% of the total issued and paid up Equity Share capital of the Company on a payment under this Agreement fully diluted basis and does not use Grant Funds for Eligible Costs;(Y) in the case of SAIF, SAIF owns or holds less than 5% of the total issued and paid up Equity Share capital of the Company on a fully diluted basis (Z) in the case of GSHS, GSHS owns or holds less than 5% of the total issued and paid up Equity Share capital of the Company on a fully diluted basis. (b) If PHB’s PCEF funding This Agreement may be terminated by the non-defaulting Party(ies) (“Non-Defaulting Party”) if any of the Parties (other than the Company) (the “Defaulting Party”) have committed breach of any of their representations and warranties, undertakings, obligations and/or covenants in this Agreement or default in compliance with the terms and conditions of this Agreement which, if curable, is not continued at levels sufficient to allow for delivery cured within 45 calendar days of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject notice thereof being given to the repayment obligations pursuant to Section 7.1, below;Defaulting Party. (c) If federal The termination of this Agreement shall not discharge, affect or state lawsotherwise modify the rights and obligations of the Parties established or incurred prior to such termination. Notwithstanding anything to the contrary, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified provisions in this Assignment from Agreement relating to Indemnification, Confidentiality; Arbitration; Notices; Governing Law and other representations, warranties, covenants and obligations which by their nature are intended to survive shall survive the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence termination of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole or in part, without further liability be terminated and without impairment of its remedies, effective upon delivery of written notice the transactions contemplated hereby abandoned at any time prior to owner, under any of the following conditionsEffective Time: (a) If for any reason Grantee receives a payment under this Agreement by the mutual written consent of SXE and does not use Grant Funds for Eligible Costs;AMID duly authorized by each of the SXE GP Board and the AMID GP Board, respectively. (b) If PHB’s PCEF funding is by either of SXE or AMID: (i) if the Closing shall not continued at levels sufficient to allow for delivery of full Grant funding have been consummated on or before June 1, 2018 (the “Outside Date”); provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement under this Section 7.1(b)(i) shall not be subject available (x) to a Party if the inability to satisfy such condition was due to the repayment obligations pursuant failure of such party to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement or (y) to a Party if the other Party has filed (and is then pursuing) an action seeking specific performance as permitted by Section 8.8; (ii) if such failure remains uncured by Grantee for a period of thirty (30any Restraint having the effect set forth in Section 6.1(c) days after notice thereof shall be in effect and shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder become final and nonappealable; provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in that the event of right to terminate this Agreement under this Section 7.1(b)(ii) shall not be available to a foreclosure, deed in lieu of foreclosure, or similar event with respect Party if such Restraint was due to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier failure of the date the successor obtains control or becomes the owner such Party to perform any of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies obligations under Section 7 belowthis Agreement; or (fiii) If PHB determines that if the SXE Unitholders Meeting shall have concluded and the SXE Unitholder Approval shall not have been obtained; or (c) by AMID: (i) if a SXE Adverse Recommendation Change shall have occurred; (ii) if SXE shall have breached or failed to perform any representationof its representations, warrantywarranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of SXE set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 6.2(a) or (b) and (B) is incapable of being cured, or covenant is not cured by SXE within 30 days following receipt of Grantee written notice from AMID of such breach or failure; provided that AMID shall not have the right to terminate this Agreement pursuant to this Section 7.1(c) if AMID is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement, whether which breach or failure would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in whole Section 6.3(a) or in part, is materially false or invalid(b); or (gd) If Grantee by SXE if AMID shall have breached or failed to perform any of its covenants or agreements set forth in this Agreement (ior if any of the representations or warranties of AMID set forth in this Agreement shall fail to be true), which breach or failure (A) applies for would (if it occurred or consents was continuing as of the Closing Date) give rise to the appointment of, failure of a condition set forth in Section 6.3(a) or the taking (b) and (B) is incapable of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inabilitybeing cured, or is generally unablenot cured, by AMID within 30 days following receipt of written notice from SXE of such breach or failure; provided, that SXE shall not have the right to pay its debts as they become due, (iiiterminate this Agreement pursuant to this Section 7.1(d) makes a general assignment for the benefit if SXE is then in breach of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the first three sentences of Section 5.1(b) or Section 5.3 or in breach of any of its other representations, warranties, covenants or agreements contained in this Agreement, which breach or failure would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 6.2(a) or (b). (e) In addition to the foregoing, this Agreement shall be automatically terminated without further action of any Party upon the termination of the Holdings Contribution Agreement.

Termination. PHB 16.1 The term of this Agreement shall be three years commencing upon the date hereof (the "Initial Term"), unless earlier terminated as provided herein. After the expiration of the Initial Term, the term of this Agreement shall automatically renew for successive one-year terms (each a "Renewal Term") unless notice of non-renewal is delivered by the non-renewing party to the other party no later than ninety days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. (a) Either party hereto may terminate this Agreement (including incorporated documents) prior to the expiration of the Initial Term or any Renewal Term in whole or in partthe event the other party violates any material provision of this Agreement, without further liability and without impairment of its remedies, effective upon delivery of provided that the non- violating party gives written notice of such violation to owner, under any of the following conditions: (a) If for any reason Grantee receives a payment under this Agreement violating party and the violating party does not use Grant Funds for Eligible Costs;cure such violation within 90 days of receipt of such notice. (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as a majority of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way Board reasonably determines that the intended use performance of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations Bank under this Agreement and if has been unsatisfactory, written notice (the "Notice") of such failure remains uncured determination setting forth the reasons for such determination shall be provided to the Bank. Such determination shall be based upon such information as the Board in its sole discretion elects to consider, including the Bank's performance against the "Performance Goals" (as defined below). In order to be effective, any Notice must be executed by Grantee for a period two officers of thirty the Fund. The Bank shall, within sixty (3060) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier receipt of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensionsNotice, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee either (i) applies for correct the deficiencies listed in the Notice; or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit renegotiate terms of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert this Agreement in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under form satisfactory to the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for Fund. If the purpose of effecting any conditions of the foregoingpreceding sentence are not met within such sixty (60) day period, the Fund may terminate this Agreement without additional action by the Fund's Board upon an additional sixty (60) days written notice. For the purposes of this Section, "Performance Goals" shall mean the performance goal criteria mutually agreed between the parties. The parties agree to develop the initial Performance Goals no later than June 30, 1999 and agree to periodically review the Performance Goals for necessary updates due to changes in the nature or scope of services provided hereunder.

Termination. PHB This ESA may terminate be terminated at any time upon written notice: a) by the Municipality, or the Competitive Supplier, if the other Party fails to remedy or cure any breach of any material provision or condition of this Agreement ESA (including incorporated documentsincluding, but not limited to, Article 2.5 and Article 9), but excluding the failure to provide or arrange for Firm Full-Requirements Power Supply, which is addressed in Article 4.2(d)), within sixty (60) days following written notice to do so by the non-breaching party; or b) by the Municipality, or the Competitive Supplier, if any material provision or condition of this ESA be finally adjudged invalid by any court of competent jurisdiction, or if PSC exercises any lawful jurisdiction so as to invalidate or disapprove this ESA in whole or in significant part; or c) by the Municipality, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditions: (a) If for any reason Grantee receives if a payment under this Agreement and does not use Grant Funds for Eligible Costs; (b) If PHB’s PCEF funding Regulatory Event that is not continued at levels sufficient a Qualifying Regulatory Event affects the Competitive Supplier and Competitive Supplier incurs costs and chooses to allow for delivery of full Grant funding providedallocate and collect excess costs from Participating Customers; or d) by the Municipality, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1if a court, below; (c) If federal or state laws, regulations, rules PSC or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel lawful authority adjudicates contrary to have lost the authority to administer the Program;Article 6; or (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches by the Municipality, i) if an order is entered against the Competitive Supplier approving a petition for an arrangement, liquidation, dissolution or fails similar relief relating to timely perform any of its obligations under this Agreement Bankruptcy or insolvency and if such failure order remains uncured by Grantee unvacated for a period of thirty (30) days after notice thereof days; or (ii) immediately if the Competitive Supplier shall have been given by Cityfile a voluntary petition in Bankruptcy or any petition or answer seeking any arrangement, liquidation or dissolution relating to Bankruptcy, insolvency or other relief for debtors or shall seek, consent to, or if such default runs acquiesce in appointment of any trustee, receiver, or liquidation of any of Competitive Supplier’s property; or f) notwithstanding the foregoing, the failure of Competitive Supplier to provide or arrange for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” Firm Full-Requirements Power Supply to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, howeverParticipating Customers, in the absence of Force Majeure or the Municipality's failure to perform, shall constitute an act of default, and the Municipality may terminate this ESA upon giving written notice and without a cure period. In the event the Competitive Supplier has performed its obligations hereunder and its failure to arrange for or provide Firm Full-Requirements Power Supply is a direct result of a foreclosureactions or non-actions by any transmission service provider, deed in lieu of foreclosurethe Distribution Utility, or similar event with respect to the Project or the PropertyNYISO, the correction period for the successor for an existing default Competitive Supplier’s failure shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur be an act of immediate default and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, would be subject to remedy or covenant of Grantee cure as provided in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectArticle 4.2(a), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB A. This Agreement may terminate this Agreement be terminated or abandoned at any time prior to the Closing: (including incorporated documentsi) in whole by mutual written agreement of Purchaser and Seller; (ii) by Seller or in partPurchaser if the Closing shall not have been consummated on or before July 31, without further liability and without impairment 2006; (iii) by either Purchaser or Seller if consummation of its remediesthe transactions contemplated hereby would violate any nonappealable final order, effective upon delivery decree or judgment of written notice to owner, under any Governmental Authority having competent jurisdiction; (iv) by Seller if any of the following conditions: conditions set forth in Sections 6.A and 6.C shall have been rendered impossible to satisfy (awhich satisfaction contemplates timely satisfaction in accordance with any prescribed date set forth in a condition) If for any reason Grantee receives a payment under this Agreement and does is not use Grant Funds for Eligible Costswaived by the party entitled to the benefit thereof; (bv) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as by Purchaser if any of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted conditions set forth in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement Sections 6.A and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof 6.B shall have been given by City, or if such default runs for rendered impossible to satisfy (which satisfaction contemplates timely satisfaction in accordance with any prescribed date set forth in a period of ninety (90condition) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default and is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided waived by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect party entitled to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowbenefit thereof; or (fvi) by either party if the other party shall have breached or failed to perform in any respect any of its representations, warranties, covenants, agreements or other obligations contained in this Agreement which breach or failure is (x) reasonably likely to have a material adverse effect on the transaction contemplated by this Agreement, taken as a whole, and (y) incapable of being cured, or, if curable, has not been cured by such breaching party within fifteen (15) calendar days after having received written notice from the other party of such breach or failure to perform. B. In the event of termination or abandonment of the transactions contemplated hereby by any party hereto pursuant to the terms of this Agreement, written notice shall forthwith be given expeditiously to the other party specifying the provision hereof pursuant to such termination or abandonment of the transactions contemplated hereby. C. If PHB determines this Agreement is terminated as permitted pursuant to Sections 7.A(i) through 7.A(v), such termination shall be without liability of either party (or any stockholder, director, officer, partner, employee, agent, consultant or representative of such party) to the other party to this Agreement; provided that no such termination shall relieve Purchaser or Seller from liability for fraud. D. If this Agreement is terminated pursuant to Section 7.A(vi) as a result of a party’s (a “Breaching Party”) failure to perform a covenant under this Agreement or breach of any representation, warranty, representation or covenant of Grantee warranty contained in this Agreement, whether or if any party is in whole material breach of its obligations herein, including obligations which survive Closing or earlier termination, such Breaching Party shall be liable for any damages incurred or suffered by the other party as a result of such failure or breach and shall reimburse the other party for all reasonable and documented costs and expenses incurred in part, is materially false or invalid; orconnection with this transaction. (g) If Grantee (i) applies for or consents E. Notwithstanding anything to the appointment ofcontrary above, or the taking provisions of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectSection 4.J(brokers), Section 5.B (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effectpublicity), or Section 5.E (viiireciprocal indemnity), Section 7.D (damages for breach), Section 8.D (expenses), and Section 8.G (governing law and jurisdiction) takes shall survive any action for the purpose of effecting any of the foregoingtermination hereby pursuant to this Section 7.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice be terminated at any time prior to owner, under any of the following conditionsClosing by: (a) If for any reason Grantee receives a payment under this Agreement Jazz and does not use Grant Funds for Eligible CostsAzur by mutual written consent; (b) If PHB’s PCEF funding is either Jazz or Azur if the Effective Time shall not continued at levels sufficient to allow for delivery have occurred by the close of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of business on 180th day following the date of termination this Agreement (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 10.1(b) shall not be subject available to (i) Jazz if its failure to fulfill any obligation under this Agreement has been the repayment obligations pursuant cause of, or resulted in, the failure of the Effective Time to Section 7.1occur on or before the Termination Date or (ii) Azur, belowif its failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Termination Date; (c) If federal either Jazz or state lawsAzur if any Governmental Authority shall have issued an order, regulationsdecree or ruling or taken any other action (which such Party shall have used its reasonable best efforts to resist, rules resolve or lift, as applicable, in accordance with Section 5.2) permanently restraining, enjoining or otherwise prohibiting the Merger or the Reorganization, and such order, decree, ruling or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to action shall have lost the authority to administer the Programbecome final and nonappealable; (d) On by either Jazz or Azur if the occurrence Jazz Stockholder Approval shall not have been obtained by reason of the failure to obtain the Required Jazz Vote upon the taking of such vote(s) at a Delayed Construction Termination under Section 5.4duly held meeting of the stockholders of Jazz, or at any adjournment thereof; (e) If Grantee breaches by Jazz, if (i) Azur shall have breached or fails failed to timely perform in any material respect any of its obligations under representations, warranties, covenants or other agreements contained in this Agreement Agreement, which breach or failure would render the condition in Section 8.1(b) or Section 8.1(c) incapable of being satisfied or (ii) since the date of this Agreement, there shall have occurred an Azur Material Adverse Effect, in the case of each of clauses “(i)” and if such failure remains uncured “(ii)” that is incapable of being cured or has not been cured by Grantee for a period of thirty (30) Azur within 20 calendar days after written notice thereof shall have has been given by City, Jazz to Azur of such breach or if such default runs for a period failure to perform or occurrence of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowAzur Material Adverse Effect; or (f) If PHB determines that by Azur, if (i) Jazz shall have breached or failed to perform in any representationmaterial respect any of its representations, warrantywarranties, covenants or covenant of Grantee other agreements contained in this Agreement, whether which breach or failure would render the condition in whole Section 8.2(b) or in part, is materially false Section 8.2(c) incapable of being satisfied or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits since the date of this Agreement, there shall have occurred a Jazz Material Adverse Effect, in writing its inability, the case of each of clauses “(i)” and “(ii)” that is incapable of being cured or is generally unable, has not been cured by Jazz within 20 calendar days after written notice has been given by Azur to pay its debts as they become due, (iii) makes Jazz of such breach or failure to perform or occurrence of a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingJazz Material Adverse Effect.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole or in part, without further liability be terminated and without impairment of its remedies, effective upon delivery of written notice the Merger may be abandoned at any time prior to owner, under any of the following conditionsEffective Time: (a) If for any reason Grantee receives by mutual consent of ALC and HCI in a payment under this Agreement and does not use Grant Funds for Eligible Costswritten instrument, if the Board of Directors of each so determines; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery by either the Board of full Grant funding provided, however that Grant Funds that Directors of ALC or the Board of Directors of HCI if a Governmental Entity of competent jurisdiction shall have been disbursed for Eligible Uses as issued a final nonappealable order enjoining or otherwise prohibiting the consummation of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, belowtransactions contemplated by this Agreement; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that by either the intended use Board of Grant funding for the Project is no longer allowable or appropriate Directors of ALC or the Project is no longer eligible for Board of Directors of HCI if the Grant funding identified Merger shall not have been consummated on or before December 31, 1997 (or, if at such date the Merger shall not have been consummated as a result of the failure of the condition set forth in this Assignment from the planned funding source(sSection 7.1(d) or if PHB is determined by its legal counsel hereof to be satisfied, and such condition shall not have failed to have lost been satisfied by reason of the authority enactment or promulgation of any statute, rule or regulation which prohibits, restricts or makes illegal consummation of the Merger, the earlier of (i) the date on which such condition is satisfied and (ii) December 31, 1997) unless the failure of the Closing to administer occur by such date shall be due to the Programfailure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth herein; (d) On by either the occurrence Board of a Delayed Construction Termination under Section 5.4; Directors of ALC or the Board of Directors of HCI (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from provided that the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default terminating party is not reasonably capable then in material breach of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, covenant or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (gother agreement contained herein) If Grantee if the other party shall have breached (i) applies for any of the covenants or consents to the appointment of, agreements made by such other party herein or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingrepresentations or warranties made by such other party herein, and in either case, such breach (x) is not cured within thirty days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing and (y) would entitle the non-breaching party not to consummate the transactions contemplated hereby under Article VII hereof; and (e) by either the Board of Directors of ALC or the Board of Directors of HCI if any approval of the stockholders of HCI contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or at any adjournment or postponement thereof.

Termination. PHB may terminate Notwithstanding any other provision of this Agreement, this Agreement shall terminate upon the death of the Executive, or it may be terminated with thirty (including incorporated documents30) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of days’ written notice to owner, under any of the following conditionsas follows: (a) If for any reason Grantee receives a payment under The Company may terminate this Agreement and does not use Grant Funds for Eligible Costs;Agreement: (bi) If PHB’s PCEF funding at any time if the Executive is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses Disabled (as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, defined below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event months or more; (ii) at any time with “Cause.” For purposes of this Agreement. “Cause” means (A) dishonesty of a foreclosure, deed in lieu of foreclosure, or similar event with respect material nature that relates to the Project performance of services under this Agreement; (B) criminal conduct (other than minor infractions and traffic violations) that relates to the performance of services under this Agreement, (C) the Executive’s willfully breaching or the Property, the correction period for the successor for an existing default shall be no less failing to perform his duties as described in Section 2 hereof (other than ninety (90) days any such failure resulting from the earlier Executive’s being Disabled), within a reasonable period of time after a written demand for substantial performance is delivered to the date Executive by the successor obtains control or becomes Board, which demand specifically identifies the owner of manner in which the Project. To the extent Board believes that the Event of Default Executive has not substantially performed his duties; or (D) the willful engaging by the Executive in conduct that is not corrected within demonstrably and materially injurious to the above-described period including extensionsCompany, if any, granted by PHB, an Event of Default monetarily or otherwise. No act or failure to act on the Executive’s part shall be deemed “willful” unless done, or omitted to occur be done, by the Executive not in good faith and PHB may exercise its rights without reasonable belief that such action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and remedies under Section 7 belowuntil there shall have been delivered to the Executive a certificate of a resolution duly adopted by the affirmative vote of not less than seventy-five percent (75%) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive has engaged in the conduct set forth in this paragraph and specifying the particulars thereof in detail; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate be terminated prior to the Effective Time, whether before or after adoption of this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of by the following conditionsRequired Stockholder Vote: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding is by either Parent or the Company, if the Merger shall not continued at levels sufficient to allow for delivery of full Grant funding have been consummated by on or before December 31, 2012 (the "Outside Date"); provided, however however, that Grant Funds that the Outside Date may be extended for a period not to exceed one hundred eighty (180) days by either party by written notice to the other party if the Merger shall not have been disbursed for Eligible Uses consummated as a result of any conditions set forth in Section 6.1(b) failing to have been satisfied and (i) the extending party reasonably believes that the relevant approvals will be obtained during such extension period and (ii) each of the date other conditions to the consummation of termination the Merger set forth in Article VI has been satisfied or waived or remains reasonably capable of satisfaction; provided further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be subject available to the repayment obligations pursuant party seeking to Section 7.1terminate this Agreement if such party's breach of this Agreement has been the cause of, belowor results in, the failure of the Effective Time to occur; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate by Parent or the Project Company, if the Required Stockholder Vote shall not have been obtained at the Company Stockholders' Meeting, or at any adjournment or postponement thereof, at which a final vote thereon was taken, provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c) if the failure to obtain the Required Stockholder Vote is no longer eligible for attributable to a failure on the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined part of such party to perform any material obligation required to be performed by its legal counsel to have lost the authority to administer the Program;such party. (d) On by either Parent or the occurrence Company, upon written notice to the other party, if a court of competent jurisdiction or other Governmental Body shall have issued a Delayed Construction Termination final and nonappealable order, writ, injunction, judgment, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, however, that the right to terminate this Agreement under this Section 5.47.1(d) shall not be available to a party if the issuance of such final, non-appealable Restraint is attributable to a failure of such party to perform in any material respect its obligations under this Agreement; (e) If Grantee breaches or fails by Parent, upon written notice to timely perform the Company, if a Triggering Event shall have occurred; (f) by Parent (provided it is not then in material breach of any of its obligations under this Agreement Agreement), if there is any continuing inaccuracy in the representations and if warranties of the Company set forth in this Agreement, or the Company is then failing to perform any of its covenants or other agreements set forth in this Agreement, in either case (i) such failure remains uncured by Grantee for a period that the conditions set forth in Section 6.3(a) or Section 6.3(b), as applicable, would not be satisfied as of the time of such termination and (ii) such inaccuracy or breach is not cured within thirty (30) days after the Company's receipt of notice thereof shall have been given thereof; (g) by Citythe Company (provided it is not then in material breach of any of its obligations under this Agreement), if there is any continuing inaccuracy in the representations and warranties of Parent, Merger Sub and Merger LLC set forth in this Agreement, or if Parent, Merger Sub or Merger LLC are then failing to perform any of their covenants or other agreements set forth in this Agreement, in either case (i) such default runs for a period that the conditions set forth in Section 6.2(a) or Section 6.2(b), as applicable, would not be satisfied as of ninety the time of such termination and (90ii) such inaccuracy or breach is not cured within thirty (30) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event after Parent's receipt of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowthereof; or (fh) If PHB determines that by the Company, upon written notice to Parent, if, at any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents time prior to the appointment oftime the Required Stockholder Vote is obtained, or the taking of possession byCompany Board determines to enter into a definitive Company Acquisition Agreement providing for a Superior Proposal, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, and shall concurrently with such termination enter into the Company Acquisition Agreement and pay to pay its debts as they become due, (iii) makes a general assignment for Parent the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingTermination Fee.

Termination. PHB This Agreement may terminate be terminated prior to the Effective Time (whether before or after adoption of this Agreement (including incorporated documents) in whole by the Company’s shareholders and whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after approval of the following conditions:issuance of Parent Common Stock in the Merger by Parent’s stockholders): (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding is by either Parent or the Company if the Merger shall not continued at levels sufficient to allow for delivery of full Grant funding have been consummated by November 30, 2007; provided, however however, that Grant Funds in the event that Form S-4 Registration Statement has not been declared effective on or prior to September 30, 2007, such date shall be extended on a day-for-day basis for each business day that the Form S-4 Registration Statement has not been declared effective following November 30, 2007, with such extension not to exceed an additional thirty (30) days; and provided, further, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) if the failure to consummate the Merger by November 30, 2007 (as the same may be extended pursuant to the preceding proviso) is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Effective Time; (c) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (d) by either Parent or the Company if (i) the Company Shareholders’ Meeting (including any adjournments and postponements thereof) shall have been disbursed for Eligible Uses held and completed and the Company’s shareholders shall have taken a final vote on a proposal to adopt this Agreement, and (ii) this Agreement shall not have been adopted at the Company Shareholders’ Meeting (and shall not have been adopted at any adjournment or postponement thereof) by the Required Company Shareholder Vote; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(d) if the failure to have this Agreement adopted by the Required Company Shareholder Vote is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Effective Time; (e) by either Parent or the Company if (i) the Parent Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and completed and Parent’s stockholders shall have taken a final vote on the issuance of shares of Parent Common Stock in the Merger, and (ii) the issuance of Parent Common Stock in the Merger shall not have been approved at the Parent Stockholders’ Meeting (and shall not have been approved at any adjournment or postponement thereof) by the Required Parent Stockholder Vote; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(e) if the failure to have the issuance of Parent Common Stock in the Merger approved by the Required Parent Stockholder Vote is attributable to a failure on the part of the party seeking to terminate this Agreement to perform any covenant in this Agreement required to be performed by such party at or prior to the Effective Time; (f) by Parent (at any time prior to the adoption of this Agreement by the Required Company Shareholder Vote) if a Company Triggering Event shall have occurred; (g) by the Company (at any time prior to the approval of the issuance of Parent Common Stock in the Merger by the Required Parent Stockholder Vote) if a Parent Triggering Event shall have occurred; (h) by Parent if (i) any of the Company’s representations and warranties contained in this Agreement shall be inaccurate as of the date of termination this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 6.1 would not be subject to the repayment obligations pursuant to Section 7.1, below; satisfied (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, it being understood that, if an Event for purposes of Default is not reasonably capable determining the accuracy of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; such representations and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier warranties as of the date the successor obtains control of this Agreement or becomes the owner as of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensionsany subsequent date, if any(A) all “Material Adverse Effect” qualifications and other materiality qualifications, granted by PHBand any similar qualifications, an Event of Default contained in such representations and warranties shall be deemed to occur disregarded and PHB may exercise its rights and remedies under Section 7 below; or (fB) If PHB determines that any representation, warranty, update of or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents modification to the appointment of, Company Disclosure Schedule made or purported to have been made after the taking date of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effectthis Agreement shall be disregarded), or (viiiii) takes any action for the purpose of effecting any of the foregoing.Company’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if and for so long as an inaccuracy in any of the Company’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company and the Company is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then Parent may not terminate this Agreement under this Section 8.1(h) on account of such inaccuracy or breach; or

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated at any time prior to the Effective Time, whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of after the following conditionsi-Cube Stockholder Approval or the Razorfish Stockholder Approval: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Razorfish, Sub and does not use Grant Funds for Eligible Costsi-Cube; (b) If PHB’s PCEF funding is by either Razorfish or i-Cube: (i) if the Merger shall not continued at levels sufficient to allow for delivery of full Grant funding have been consummated by January 31, 2000; provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement pursuant to this Section 7.01(b)(i) shall not be subject available to the repayment obligations pursuant any party whose failure to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement results in the failure of the Merger to be consummated by such time; (ii) if the i-Cube Stockholder Approval shall not have been obtained at an i-Cube Stockholder Meeting duly convened therefor or at any adjournment or postponement thereof; (iii) if the Razorfish Stockholder Approval shall not have been obtained at a Razorfish Stockholder Meeting duly convened therefor or at any adjournment or postponement thereof; (iv) if any Restraint having any of the effects set forth in Section 6.01(c) shall be in effect and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given become final and nonappealable; provided that the party seeking to terminate this Agreement pursuant to this Section 7.01(b)(iv) shall have used reasonable efforts to prevent the entry of and to remove such Restraint; (c) by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, thatRazorfish, if an Event i-Cube shall have breached or failed to perform in any material respect any of Default its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.02 (a) or (b), and (B) is not reasonably capable incapable of being cured by i-Cube within ninety 30 calendar days; (90d) days by Razorfish, if i-Cube or any lesser notice period provided of its directors or officers shall participate in discussions or negotiations in breach (other than an immaterial breach) of Section 4.02; (e) by PHBi-Cube, PHB mayif Razorfish shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in its commercially reasonable discretionthis Agreement, extend which breach or failure to perform (A) would give rise to the correction period for up to six (6) months; and provided further, however, in the event failure of a foreclosurecondition set forth in Section 6.03(a) or (b), deed in lieu and (B) is incapable of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected being cured by Razorfish within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowthirty calendar days; or (f) If PHB determines that any representationby i-Cube in accordance with Section 4.02(b); provided that, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment order for the benefit termination of its creditorsthis Agreement pursuant to this paragraph (f) to be deemed effective, (iv) commences a voluntary case under i-Cube shall have complied with all provisions of Section 4.02, including the federal Bankruptcy Code (as now or hereafter in effect)notice provisions therein, (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcyand with applicable requirements, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under including the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any payment of the foregoingi-Cube Termination Fee, of Section 5.10.

Termination. PHB This Agreement, any individual SA or any individual Service under any SA may terminate this Agreement (including incorporated documents) be terminated earlier in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under accordance with any of the following conditionsprovisions: (a) If for any reason Grantee receives a payment under this Agreement 8.3.1 By mutual written consent of both Seller and does not use Grant Funds for Eligible CostsPurchaser; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses 8.3.2 By Purchaser effective as of the date last day of termination shall not be subject the month immediately following the month in which written notice is given; 8.3.3 By either party entitled to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that benefit of the intended use performance of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its the obligations under this Agreement (the “Non Defaulting Party”), if the other party (the “Defaulting Party”) shall fail to perform or default in such performance in any material respect, subject to compliance with the remainder of this paragraph. The Non Defaulting Party shall give written notice to the Defaulting Party specifying the nature of such failure or default and stating that the Non Defaulting Party intends to terminate this Agreement with respect to the Defaulting Party if such failure remains uncured by Grantee for a period of or default is not cured within thirty (30) days after notice thereof shall have been given by City, receipt of such written notice. If any failure or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default so specified is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHBsuch period, PHB may, in its commercially reasonable discretion, extend the correction period for up Non Defaulting Party may elect to six (6) months; and provided further, however, in immediately terminate the event of a foreclosure, deed in lieu of foreclosure, or similar event applicable SA with respect to the Project Defaulting Party; provided, however, that if the failure or default relates to a dispute contested in good faith by the PropertyDefaulting Party, the correction period for Non Defaulting Party may not terminate this Agreement pending the successor for an existing default resolution of such dispute in accordance with Section 7 hereof. Such termination shall be no less than ninety (90) days effective upon giving a written notice of termination from the earlier of Non Defaulting Party to the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default Defaulting Party and shall be deemed without prejudice to occur and PHB any other remedy which may exercise its rights and remedies under Section 7 below; orbe available to the Non Defaulting Party against the Defaulting Party; (f) If PHB determines that any representation8.3.4 Automatically, warrantywithout notice by or to either party, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee if: (i) applies Purchaser shall (1) apply for or consents consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, trustee or liquidator of itself or of all or substantially all a substantial part of its propertyproperties, (ii2) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes make a general assignment for the benefit of its creditors, (iv3) commences commence a voluntary case under the federal United States Bankruptcy Code (Code, as now or hereafter in effecteffect (the “Bankruptcy Code”), (v4) is adjudicated a bankrupt or insolvent, (vi) files file a petition seeking to take advantage of any other law (the “Bankruptcy Laws”) relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment readjustment of debts, (vii5) fails fail to controvert in a timely and appropriate manner, or acquiesces acquiesce in writing to, any petition filed against it in an any involuntary case under the federal Bankruptcy Code (as now or hereafter in effect)Code, or (viii6) takes take any corporate action for the purpose of effecting any of the foregoing; or (ii) a proceeding or case shall be commenced against Purchaser in any court of competent jurisdiction, seeking (1) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (2) the appointment of a trustee, receiver, custodian, liquidator or the like of Purchaser or of all or any substantial part of its assets, or (3) similar relief under any Bankruptcy Laws, or an order, judgment or decree approving any of the foregoing shall be entered and continue unstayed for a period of ninety (90) days, or an order for relief against Purchaser shall be entered in an involuntary case under the Bankruptcy Code; 8.3.5 By Seller, effective immediately upon notice to Purchaser, if any of the following shall occur: (a) the sale, transfer or other disposition of all or substantially all of the assets of Purchaser on a consolidated basis to any competitor or (b) any competitor acquires beneficial ownership of a majority of the outstanding shares of common stock of Purchaser; or 8.3.6 By either party upon termination of the Purchase Agreement pursuant to Section 10.1 of the Purchase Agreement, provided that in the event of termination pursuant to this Section, Purchaser will not be obligated to pay Seller any amounts hereunder, including Day One Setup Costs or Day Two Setup Costs.

Termination. PHB This Agreement may terminate this Agreement be terminated and the Mergers and the other transactions contemplated hereby may be abandoned at any time prior to the First Effective Time (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any notwithstanding receipt of the following conditions:Company Stockholder Approval or the Parent Shareholder Approval): (a) If for any reason Grantee receives a payment under this Agreement by mutual written agreement of the Company and does not use Grant Funds for Eligible CostsParent; (b) If PHB’s PCEF funding is by either the Company or Parent, if: (i) the Mergers have not continued at levels sufficient been consummated on or before December 12, 2021 (as such date may be extended pursuant to allow for delivery of full Grant funding the following proviso, the “End Date”); provided, however that Grant Funds that (A) if on such date, the conditions to the Closing set forth in Section 9.01(h) or Section 9.01(c) (if the injunction, other Order or Applicable Law relates to Antitrust Laws) shall not have been disbursed satisfied, but all other conditions to the Closing shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on such date) or waived, then the End Date may be extended by either Parent or the Company for Eligible Uses a period of 90 days by written notice to the other party; provided, further, that the right to terminate this Agreement or to extend the End Date, as of the date of termination applicable, pursuant to this Section 10.01(b)(i) shall not be subject available to any party whose breach of any provision of this Agreement has been the repayment obligations proximate cause of the failure of the Mergers to be consummated by such time; (ii) a court or other Governmental Authority of competent jurisdiction shall have issued an injunction or other Order that permanently enjoins, prevents or prohibits the consummation of the Mergers and such injunction or other Order shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 7.110.01(b)(ii) shall not be available to any party whose breach of any provision of this Agreement has been the proximate cause of such injunction or other Order; (iii) the Company Stockholder Meeting (as it may be adjourned or postponed) at which a vote on the Company Stockholder Approval was taken shall have concluded and the Company Stockholder Approval shall not have been obtained; provided, below;that, unless the Parent Shareholder Approval shall have previously been obtained, the right to terminate this Agreement pursuant to this Section 10.01(b)(iii) shall not be available until 24 hours after the conclusion of such meeting. (iv) the Parent Shareholder Meeting (as it may be adjourned or postponed) at which a vote on the Parent Shareholder Approval was taken shall have concluded and the Parent Shareholder Approval shall not have been obtained; provided, that, unless the Company Stockholder Approval shall have previously been obtained, the right to terminate this Agreement pursuant to this Section 10.01(b)(iv) shall not be available until 24 hours after the conclusion of such meeting; or (c) If federal by Parent: (i) prior to the receipt of the Company Stockholder Approval, if (A) a Company Adverse Recommendation Change shall have occurred, (B) a tender or state lawsexchange offer subject to Regulation 14D under the 1934 Act that constitutes a Company Acquisition Proposal shall have been commenced (within the meaning of Rule 14d-2 under the Exchange Act) and the Company shall not have communicated to its stockholders, regulationswithin ten Business Days after such commencement, rules or other requirements are modified or interpreted in such a way statement disclosing that the intended use Company recommends rejection of Grant funding for such tender or exchange offer (or shall have withdrawn any such rejection thereafter) or (C) the Project Company has committed a Willful Breach of Section 6.02 or Section 8.04(a), provided, that this Agreement may not be terminated pursuant to this clause (C) if Parent, Bidco or either Merger Sub is no longer allowable then in breach of any of its representations, warranties, covenants or appropriate or the Project is no longer eligible for the Grant funding identified agreements set forth in this Assignment from the planned funding source(sAgreement, which breach by Parent, Bidco or either Merger Sub would cause any condition set forth in Section 9.03(a) or Section 9.03(b) not to be satisfied; (ii) if PHB a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause any condition set forth in Section 9.02(a) or Section 9.02(b) not to be satisfied, and such breach or failure to perform (A) is determined incapable of being cured by the End Date or (B) has not been cured by the Company within the earlier of (x) 45 days following written notice to the Company from Parent of such breach or failure to perform and (y) the End Date; provided, that this Agreement may not be terminated pursuant to this Section 10.01(c)(ii) if Parent, Bidco or either Merger Sub is then in breach of any of its legal counsel representations, warranties, covenants or agreements set forth in this Agreement, which breach by Parent, Bidco or either Merger Sub would cause any condition set forth in Section 9.03(a) or Section 9.03(b) not to have lost the authority to administer the Programbe satisfied; (d) On by the occurrence Company: (i) prior to the receipt of the Parent Shareholder Approval, if (A) a Delayed Construction Termination Parent Adverse Recommendation Change shall have occurred, (B) an offer (as defined in the U.K. Code) or tender or exchange offer subject to Regulation 14D under the 1934 Act that constitutes a Parent Acquisition Proposal shall have been commenced and Parent shall not have communicated to its shareholders, within ten Business Days after such commencement, a statement disclosing that Parent recommends rejection of such offer or tender or exchange offer (or shall have withdrawn any such rejection thereafter); or (C) Parent, Bidco or either Merger Sub has committed a Willful Breach of Section 5.47.02 or Section 8.04(b), provided, that this Agreement may not be terminated pursuant to this clause (C) if the Company is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach by the Company would cause any condition set forth in Section 9.02(a) or Section 9.02(b) not to be satisfied; (eii) If Grantee breaches if a breach of any representation or fails warranty or failure to timely perform any covenant or agreement on the part of Parent, Bidco or either Merger Sub set forth in this Agreement shall have occurred that would cause any condition set forth in Section 9.03(a) or Section 9.03(b) not to be satisfied, and such breach or failure to perform (A) is incapable of being cured by the End Date or (B) has not been cured by Parent, Bidco or either Merger Sub, as applicable, within the earlier of (x) 45 days following written notice to Parent from the Company of such breach or failure to perform and (y) the End Date; provided, that this Agreement may not be terminated pursuant to this Section 10.01(d)(ii) if the Company is then in breach of any of its obligations under representations, warranties, covenants or agreements set forth in this Agreement and if such failure remains uncured Agreement, which breach by Grantee for a period of thirty (30the Company would cause any condition set forth in Section 9.02(a) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90Section 9.02(b) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” not to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowsatisfied; or (fiii) If PHB determines that any representationprior to obtaining the Company Stockholder Approval, warrantyin order to enter into a definitive agreement providing for a Company Superior Proposal promptly following such termination in accordance with, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents and subject to the appointment terms and conditions of, or Section 6.02. The party desiring to terminate this Agreement pursuant to this Section 10.01 (other than pursuant to Section 10.01(a)) shall give written notice of such termination to the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingparty.

Termination. PHB may terminate At any time prior to the Closing, this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditionsmay be ----------- terminated as follows: (ai) If for by mutual written consent of all of the parties to this Agreement; (ii) by Buyer, provided that Buyer is not in material breach of this Agreement, (A) if either Company or any reason Grantee receives a payment under Stockholder is in material breach of this Agreement and does not use Grant Funds for Eligible Costs; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination such breach shall not be subject to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains remain uncured by Grantee for a period of thirty five (305) business days after notice thereof Buyer shall have been given written notice of such breach to Amerivend and, if applicable, such Stockholder, (B) if either Company or any Stockholder shall have explicitly or by City, or if conduct repudiated this Agreement and such default runs repudiation shall have remained uncured for a period of ninety five (905) business days from the date Grantee should, with due diligence, after Buyer shall have discovered such default, then City may declare an “Event of Default” given written notice thereof to have occurred hereunder provided; however, thatAmerivend and, if an Event applicable, such Stockholder, or (C) if at or prior to Closing, any of Default the conditions in Section 7.01 shall not have been satisfied, complied with or performed in all material respects (unless such failure of satisfaction, noncompliance or nonperformance is the result directly or indirectly of any action or failure to act on the part of Buyer) and Buyer shall not reasonably capable have waived such failure of being cured within ninety satisfaction, noncompliance or nonperformance; (90iii) by Amerivend, provided that neither Company nor any of the Stockholders is in material breach of this Agreement, (A) if Buyer is in material breach of this Agreement and such breach shall remain uncured for a period of five (5) business days after Amerivend shall have given written notice of such breach to Buyer, (B) if Buyer shall have explicitly or by conduct repudiated this Agreement and such repudiation shall have remained uncured for a period of five (5) business days after Amerivend shall have given written notice thereof to Buyer, or (C) if at or prior to Closing, any of the conditions in Section 7.02 shall not have been satisfied, complied with or performed in all material respects (unless such failure of satisfaction, noncompliance or nonperformance is the result directly or indirectly of any action or failure to act on the part of either Company or any lesser notice period provided by PHBStockholder) and Amerivend shall not have waived such failure of satisfaction, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, noncompliance or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belownonperformance; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under by Buyer or Amerivend, if the federal Bankruptcy Code (as now Closing has not occurred on or hereafter in effect)before April 30, (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing1998.

Termination. PHB This Agreement may terminate be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding any requisite adoption of this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any by the stockholders of the following conditionsCompany: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of the Company (provided that such termination has been approved by the Special Committee) and does not use Grant Funds for Eligible CostsParent; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery by either the Company (provided that such termination has been approved by the Special Committee) or Parent if (i) any Governmental Entity of full Grant funding provided, however that Grant Funds that competent jurisdiction shall have been disbursed for Eligible Uses as issued a final nonappealable injunction permanently enjoining or otherwise prohibiting the consummation of the date transactions contemplated by this Agreement; or (ii) the Board of termination Bank Incorporation of the Commonwealth of Massachusetts shall not be subject to have denied the repayment obligations pursuant to Section 7.1, belowgrant of the Massachusetts Approval and such denial shall have become final and nonappealable; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in by either the Company (provided that such a way that termination has been approved by the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(sSpecial Committee) or Parent if PHB is determined the Merger shall not have been consummated on or before June 30, 2007, unless the failure of the Closing to occur by its legal counsel such date shall be due to have lost the authority failure of the party seeking to administer terminate this Agreement to perform or observe the Programcovenants and agreements of such party set forth herein; (d) On by either the occurrence Company (provided that such termination has been approved by the Special Committee) or Parent if there shall have been a material breach of a Delayed Construction Termination under any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of the Company (in the case of Parent) or Parent or Merger Sub (in the case of the Company), which breach is not cured within 45 days following written notice to the party committing such breach, or which breach, by its nature or timing, cannot be cured prior to the date referred to in Section 5.48.01(c); provided that such breach, if occurring or continuing on the Closing Date, would constitute, individually or in the aggregate with other such breaches occurring prior to such time and then continuing, the failure of the conditions set forth in Sections 7.02(a) or 7.02(b), or 7.03(a) or 7.03(b), as applicable; (e) If Grantee breaches by either the Company (provided that such termination has been approved by the Special Committee) or fails to timely perform any of its obligations under this Agreement and Parent, if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof the Company Meeting shall have been given held and the holders of Company Common Shares shall have failed to adopt this Agreement by Citythe vote specified in Section 7.01(a) at such meeting (including any adjournment or postponement thereof in accordance with applicable law); provided, or that Parent shall not have the right to terminate this Agreement under this Section 8.01(e) if such default runs for a period of ninety (90) days from the date Grantee should, Parent has failed to comply with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder providedSection 6.01(b); however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; orand (f) If PHB determines that any representationby Parent, warrantyif (i) the Board of Directors of the Company shall have failed to recommend adoption of this Agreement by the stockholders of the Company, or covenant the Board of Grantee Directors of the Company or any committee thereof (including the Special Committee) shall have withdrawn, modified or qualified (or resolved to withdraw, modify or qualify) in any manner adverse to Parent such recommendation of the adoption of this Agreement or made any other public statement in connection with the Company Meeting inconsistent with such recommendation (or shall have resolved to do so), whether or not permitted by this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits the Company shall have materially breached its obligations under Section 6.01 by failing to call, give notice of, convene and hold the Company Meeting in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingaccordance with Section 6.01.

Termination. PHB may terminate Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Effective Time, and (including incorporated documentsexcept in the case of 7.1(e) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of 7.1(f)) whether before or after the following conditionsParent Stockholder Approval or the Company Stockholder Approval: (a) If for any reason Grantee receives by mutual written consent of the Company and Parent, if the Board of Directors of each so determines by a payment under this Agreement and does not use Grant Funds for Eligible Costsvote of a majority of its entire Board; (b) If PHB’s PCEF funding is by either the Company Board or the Parent Board: (i) if the Merger shall not continued at levels sufficient have been consummated by June 30, 2000, unless the Company Board or Parent Board, as the case may be, has expressly restricted in writing its right to allow for delivery of full Grant funding terminate this Agreement pursuant to this Section 7.1(b)(i); provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be subject available to the repayment obligations pursuant any party whose failure to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and results in the failure of the Merger to be consummated by such time; (ii) if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof the Parent Stockholder Approval shall not have been given by City, obtained at the Parent Special Meeting duly convened therefor or at any adjournment or postponement thereof; (iii) if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, Company Stockholder Approval shall not have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days been obtained at the Company Special Meeting duly convened therefor or at any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, adjournment or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowpostponement thereof; or (fiv) If PHB determines if any Restraint having any of the effects set forth in Section 6.1(d) shall be in effect and shall have become final and nonappealable, or if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger and such denial has become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 7.1(b)(iv) shall have used commercially reasonable efforts to prevent the entry of and to remove such Restraint or to obtain such Requisite Regulatory Approval, as the case may be; (c) by the Company Board (provided that the Company is not then in material breach of any representation, warranty, covenant or covenant other agreement contained herein), if Parent shall have materially breached or failed to perform any of Grantee its representations, warranties, covenants or other agreements contained in this Agreement, whether which breach or failure to perform (A) would give rise to the failure of a condition set forth in whole Section 6.3(a) or in part(b), and (B) is materially false incapable of being cured by Parent or invalid; oris not cured within 30 days of written notice thereof; (gd) If Grantee by the Parent Board (iprovided that Parent is not then in material breach of any representation, warranty, covenant or other agreement contained herein), if the Company shall have materially breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) applies for or consents would give rise to the appointment offailure of a condition set forth in Section 6.2(a) or (b), and (B) is incapable of being cured by the Company or is not cured within 30 days of written notice thereof; (e) by the taking Company Board, at any time prior to the Parent Special Meeting, if the Parent Board shall have (A) failed to include in the Proxy Statement/Prospectus to the stockholders of possession by, a receiver, custodian, trustee, Parent its recommendation without modification or liquidator of itself or all or substantially all of its propertyqualification that such stockholders approve this Agreement and the transactions contemplated hereby, (iiB) admits in writing its inability, or is generally unable, failed to pay its debts as they become duereaffirm such recommendation upon the Company's request, (iiiC) makes subsequently withdrawn such recommendation or (D) modified or qualified such recommendation in a general assignment for manner adverse to the benefit interests of the Company; and (f) by the Parent Board, at any time prior to the Company Special Meeting, if the Company Board shall have (A) failed to include in the Proxy Statement/Prospectus to the stockholders of the Company its creditorsrecommendation without modification or qualification that such stockholders approve this Agreement and the transaction contemplated hereby, (ivB) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect)failed to reaffirm such recommendation upon Parent's request, (vC) is adjudicated a bankrupt subsequently withdrawn such recommendation or insolvent, (viD) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, modified or composition or adjustment of debts, (vii) fails to controvert qualified such recommendation in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under manner adverse to the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose interests of effecting any of the foregoingParent.

Termination. PHB may terminate Except as provided in Section 8.02, this Agreement (including incorporated documents) in whole or in part, without further liability may be terminated and without impairment of its remedies, effective upon delivery of written notice the Merger abandoned at any time prior to owner, under any of the following conditionsClosing: (a) If for any reason Grantee receives a payment under this Agreement by mutual agreement of the Company and does not use Grant Funds for Eligible CostsSurf Air; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of by Surf Air or the date of termination Company if the Closing Date shall not be subject to the repayment obligations pursuant to Section 7.1have occurred by July 31, below2021; (c) If federal by Surf Air or state lawsthe Company if any Governmental Entity shall have enacted, regulationsissued, rules promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, order or other requirements are modified or interpreted legal restraint which is in such a way that effect and which has the intended use effect of Grant funding for making the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the ProgramMerger illegal; (d) On by Surf Air if it is not in material breach of its obligations under this Agreement, and there has been a breach of any representation, warranty, covenant or agreement of the occurrence of Company contained in this Agreement such that the conditions set forth in Section 6.02(a) would not be satisfied and such breach has not been cured within ten (10) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required for a Delayed Construction Termination under Section 5.4breach which by its nature cannot be cured; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and by Surf Air if such failure remains uncured by Grantee for a period of thirty the Requisite Stockholder Consent has not been obtained within fourteen (3014) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control Registration Statement is declared effective by the SEC; (f) by Surf Air if the Company has not delivered the Voting and Support Agreements within twenty one (21) days of Surf Air’s request, or becomes the owner if any of the Project. To Voting and Support Agreements has been duly terminated by a Key Stockholder; (g) by Surf Air in case of a Company Material Adverse Effect since the extent that Balance Sheet Date; (h) by the Event Company if (A) the Surf Entities, NewCo and a SPAC shall not have entered into a definitive Business Combination Agreement providing for a Business Combination and the consummation simultaneously with such Business Combination of Default is the Merger pursuant to this Agreement (with the Company becoming a wholly owned subsidiary of NewCo), or (B) if (and only if) the Ampaire Acquisition Agreement shall have been terminated, the Surf Entities shall not corrected within have entered into a definitive agreement providing for an Ampaire Equivalent Transaction and the above-described period including extensionsconsummation simultaneously of such Ampaire Equivalent Transaction with the Merger pursuant to this Agreement, if anyin each case on or prior to April 30, granted by PHB, an Event of Default 2021 (or such later date as shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowagreed by the Company); or (fi) If PHB determines that by the Company if the Company is not in material breach under this Agreement, and there has been a breach of any representation, warranty, covenant or covenant agreement of Grantee Surf Air contained in this AgreementAgreement such that the conditions set forth in Section 6.03(a) would not be satisfied and such breach has not been cured within ten (10) calendar days after written notice thereof to Surf Air; provided, whether in whole or in parthowever, is materially false or invalid; or (g) If Grantee (i) applies that no cure period shall be required for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of breach which by its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingnature cannot be cured.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether prior to or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after receipt of the following conditionsCompany Stockholder Approval: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company (acting at the direction of the Special Committee); (b) If PHB’s PCEF funding is by either Parent or the Company (with the prior approval of the Special Committee), if: (i) the Merger shall not continued at levels sufficient to allow for delivery of full Grant funding have been consummated by December 3, 2012 (such date, the “Termination Date“); provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate the Agreement pursuant to this Section 7.01(b)(i) shall not be subject available to the repayment obligations pursuant any Party whose failure to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if (including the obligation to effect the Merger on the day specified in Section 1.02) has been the primary cause of the failure of the Merger to be consummated by such failure remains uncured by Grantee for a period time; (ii) any Governmental Entity of thirty competent jurisdiction issues an order, judgment, decision, opinion, decree or ruling or takes any other action (30) days after notice thereof which the Party seeking to terminate this Agreement shall have been given by Cityused its reasonable best efforts to resist, resolve, annul, quash or if lift, as applicable) permanently restraining, enjoining or otherwise prohibiting the Merger and such default runs for a period of ninety (90) days from the date Grantee shouldorder, with due diligencejudgment, decision, opinion, decree or ruling or other action shall have discovered such defaultbecome final and non-appealable, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event right to terminate the Agreement pursuant to this Section 7.01(b)(ii) shall not be available to any Party whose failure to perform any of Default is not corrected within its obligations under this Agreement has been the above-described period including extensionsprimary cause of any such order, if anydecision, granted by PHBopinion, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowdecree or other action; or (fiii) If PHB determines that the Company Stockholder Approval and the Minority Approval shall not have been obtained at the Company Stockholders Meeting or any representationadjournment or postponement thereof; (c) by Parent, warrantyif: (i) the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or covenant of Grantee agreements contained in this Agreement, whether which breach or failure to perform (A) is incapable of being cured by the Company prior to the Termination Date or if capable of being cured, shall not have been cured within 30 days following receipt by the Company of written notice of such breach or failure to perform from Parent, and (B) would result in whole a failure of any condition set forth in Sections 6.02(a) or (b), provided, that Parent’s right to terminate this Agreement pursuant to this Section 7.01(c)(i) shall not be available if Parent or Merger Sub is then in partmaterial breach of any of its representations, is materially false warranties, covenants or invalidagreements hereunder; or (gii) If Grantee a Change in the Company Recommendation shall have occurred; (d) by the Company (with the prior approval of the Special Committee), if: (i) applies for Parent or consents Merger Sub shall have breached or failed to perform in any material respect any of their representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform (A) is incapable of being cured by Parent or Merger Sub, as the case may be, prior to the appointment ofTermination Date or if capable of being cured, shall not have been cured within 30 days following receipt by Parent of written notice of such breach or failure to perform from the taking Company and (B) would result in a failure of possession byany condition set forth in Sections 6.03(a) or (b), a receiverprovided, custodian, trustee, or liquidator that the Company’s right to terminate this Agreement pursuant to this Section 7.01(d)(i) shall not be available if the Company is then in material breach of itself or all or substantially all any of its propertyrepresentations, warranties, covenants or agreements hereunder; or (ii) admits a Change in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingCompany Recommendation shall have occurred.

Termination. PHB This Agreement may terminate be terminated, and the Merger contemplated hereby may be abandoned by action taken or authorized by the Board of Directors of the terminating party or parties, whether before or, subject to the terms hereof, after adoption of this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any by the stockholders of the following conditionsCompany or of Merger Sub: (a) If for By mutual written consent of Parent and the Company, by action of their respective Boards of Directors, at any reason Grantee receives a payment under this Agreement and does not use Grant Funds for Eligible Coststime prior to the Effective Time; (b) If PHB’s PCEF funding is not continued at levels sufficient By either the Company or Parent, if any court of competent jurisdiction or other Governmental Entity has issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger, which Order or other action has become final and nonappealable (which Order the party seeking to allow for delivery of full Grant funding providedterminate this Agreement has used its reasonable best efforts to resist, however that Grant Funds that have been disbursed for Eligible Uses resolve or lift, as of the date of termination shall not be applicable, subject to the repayment obligations pursuant to provisions of Section 7.1, below5.5); (c) If federal or state lawsBy Parent, regulations, rules or other requirements are modified or interpreted in such at any time prior to the Effective Time if a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the ProgramTriggering Event has occurred; (d) On By the occurrence of Company, prior to obtaining the Company Stockholder Approval, in connection with the Company Board’s causing the Company to enter into an Alternative Acquisition Agreement with respect to a Delayed Construction Termination under Superior Proposal in accordance with Section 5.45.3(e); provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(d) will not be available unless (i) the Company shall have complied in all material respects with Section 5.3, (ii) prior to or concurrently with such termination, the Company pays to Parent by wire transfer in immediately available funds the Breakup Fee and (iii) substantially concurrently with such termination, the Company enters into a definitive Alternative Acquisition Agreement with respect to such Superior Proposal; (e) If Grantee breaches By Parent or fails to timely perform any of its obligations under this Agreement and the Company, if such failure remains uncured by Grantee for a period of thirty the Effective Time has not occurred on or before January 1, 2017 (30) days after notice thereof shall have been given by Citythe “Outside Date”); provided, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, thatthat either the Company or Parent may, upon written notice to the other party, extend the Outside Date to July 1, 2017 if an Event of Default is the condition set forth in Section 6.1(b) has not reasonably been satisfied prior to the initial Outside Date but all other conditions to Closing shall be or shall be capable of being cured within ninety fulfilled (90assuming the Closing were to occur on the initial Outside Date); (f) days By Parent, if: (i) there is an Uncured Inaccuracy in any representation or warranty of the Company contained in this Agreement or a breach of any lesser notice period provided by PHB, PHB maycovenant of the Company contained in this Agreement, in its commercially reasonable discretionany case, extend such that any condition to the correction period for up Merger in Section 6.2(a) or Section 6.2(b) is not satisfied, (ii) Parent has delivered to six the Company written notice of such Uncured Inaccuracy or breach and (6iii) monthseither such Uncured Inaccuracy or breach is not capable of cure or, if curable, has not been cured in all material respects prior to the earlier of (x) the Outside Date and (y) the thirtieth day following the delivery of such written notice to the Company; and provided furtherprovided, however, that Parent will not be permitted to terminate this Agreement pursuant to this Section 7.1(f) if: (A) any material covenant of Parent or Merger Sub contained in this Agreement has been breached in any material respect, and such breach has not been cured in all material respects; or (B) there is an Uncured Inaccuracy in any representation or warranty of Parent or Merger Sub contained in this Agreement such that the condition to the Merger in Section 6.3(a) is not satisfied; (g) By the Company, if: (i) there is an Uncured Inaccuracy in any representation or warranty of Parent or Merger Sub contained in this Agreement or breach of any covenant of Parent or Merger Sub contained in this Agreement has had or is reasonably likely to have, individually or in the event aggregate, a Parent Material Adverse Effect, (ii) the Company has delivered to Parent written notice of a foreclosuresuch Uncured Inaccuracy or breach and (iii) either such Uncured Inaccuracy or breach is not capable of cure or, deed if curable, has not been cured in lieu of foreclosure, or similar event with respect all material respects prior to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of (x) the date Outside Date and (y) the successor obtains control or becomes thirtieth day following the owner delivery of such written notice to Parent; provided, however, that the Company will not be permitted to terminate this Agreement pursuant to this Section 7.1(g) if: (A) any material covenant of the Project. To Company contained in this Agreement has been breached in any material respect, and such breach has not been cured in all material respects; or (B) there is an Uncured Inaccuracy in any representation or warranty of the extent Company contained in this Agreement such that the Event of Default condition to the Merger in Section 6.2(a) is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowsatisfied; or (fh) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, By Parent or the taking of possession byCompany, if the Company Stockholder Approval shall not have been obtained at the Company Stockholder Meeting duly convened therefor or at any adjournment or postponement thereof at which a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingvote on such adoption was taken.

Termination. PHB may terminate this (a) This Agreement (including incorporated documents) in whole or in partis subject to immediate termination at the option of the Company, without further liability and without impairment of its remedies, effective upon delivery of written notice to ownerthe Administrator, in the event that a voluntary or involuntary proceeding is commenced in any state by or against the Administrator for the purpose of conserving, rehabilitating or liquidating the Administrator, or the Administrator shall lose its authority to perform services hereunder and, in either event, this Agreement is not promptly assigned by the Administrator to an affiliate of Administrator pursuant to Section 16.5. (b) This Agreement may be terminated at any time upon the mutual written consent of the parties hereto, which writing shall state the effective date of termination. (c) In the event that this Agreement is terminated under any of the following conditions: (a) provisions of Section 15.2(a), the Administrator shall select a third-party administrator to perform the services required by this Agreement. The Company shall have the right to approve any such third-party administrator selected by the Administrator, but such approval will not unreasonably be withheld. If for any reason Grantee receives the Administrator fails to select a payment third-party administrator pursuant to this Section 15.2(c), the Company shall select such a third-party administrator. In either case, the Administrator shall pay all fees and charges imposed by the selected third-party administrator and the reasonable costs of the Company in the transition of the performance of the services required under this Agreement and does not use Grant Funds for Eligible Costs; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program;third-party administrator. (d) On In the occurrence event that this Agreement is terminated, the Administrator shall cooperate fully in the transfer of a Delayed Construction Termination services and the books and records maintained by the Administrator pursuant to this Agreement (or, where appropriate, copies thereof) to the third-party administrator selected pursuant to Section 15.2(c) (in the event that this Agreement is terminated under Section 5.4; 15.2(a)) or to the Company (e) If Grantee breaches in the event that this Agreement is terminated pursuant to the provisions of Section 15.2(b)), so that such third-party administrator or fails the Company, as the case may be, will be able to timely perform any of its obligations the services required under this Agreement and if such failure remains uncured by Grantee for a period without interruption following termination of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole or in partbe terminated and the Merger contemplated hereby may be abandoned at any time prior to the Effective Time, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any notwithstanding approval thereof by the stockholders of the following conditionsCompany: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of the Company and does not use Grant Funds for Eligible CostsParent; (b) If PHB’s PCEF funding is not continued by either the Company or Parent, if (i) the Offer terminates or expires in accordance with its terms without Acquisition Sub's having purchased any Shares pursuant to the Offer because of a failure of any of the conditions set forth in Annex A hereto to have been satisfied at levels sufficient to allow for delivery the time of full Grant funding such termination or expiration; provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be subject available to the repayment obligations pursuant any party whose failure to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform fulfill any of its obligations under this Agreement and if such results in the failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder satisfied any such condition; (ii) Shares have not been accepted for payment pursuant to the Offer on or prior to December 31, 1997; provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(ii) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement results in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier failure of the date the successor obtains control Offer to be consummated by such time; (iii) any Governmental Entity shall have issued a Restraint or becomes the owner taken any other action permanently enjoining, restraining or otherwise prohibiting consummation of the Project. To Merger or any of the extent other transactions contemplated by this Agreement and such Restraint or other action shall have become final and nonappealable; provided, however, that the Event party seeking to terminate this Agreement pursuant to this Section 7.1(b)(iii) shall have used all reasonable efforts to prevent the entry of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed and to occur and PHB may exercise its rights and remedies under Section 7 belowremove such Restraint or other action; or (fiv) If PHB determines that the Board of Directors of the Company (or, if applicable, any representation, warranty, committee thereof) shall have (A) withdrawn or covenant modified in a manner adverse to Parent and Acquisition Sub its approval or recommendation of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, Offer or the taking Merger or (B) approved or recommended any Takeover Proposal in respect of possession by, a receiver, custodian, trustee, the Company or liquidator of itself or all or substantially all of its property, (iiC) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking resolved to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingforegoing actions, in each case in compliance with the provisions contained in Section 5.2(b) or (d).

Termination. PHB This Agreement may terminate this Agreement be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the Company Stockholder Approval has been obtained (including incorporated documents) in whole or in part, without further liability with any termination by Parent also being an effective termination by HoldCo and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditions:Merger Sub): (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding by either Parent or the Company: (i) if the Merger shall not have been consummated before September 21, 2013, or, if the Marketing Period has started and is not continued in effect at levels sufficient to allow for delivery such date, then the second Business Day following the expiration of full Grant funding the Marketing Period (the “Termination Date”); provided, however that Grant Funds that neither party shall have the right to terminate this Agreement pursuant to this Section 7.1(b)(i) if any action of such party or failure of such party to perform or comply with the covenants and agreements of such party set forth in this Agreement shall have been disbursed for Eligible Uses the primary cause of, or resulted primarily in, the failure of the Merger to be consummated by the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided further, that if as of the date Termination Date, all of termination the conditions precedent to Closing other than the condition set forth in Section 6.1(d) (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions are reasonably capable of being satisfied) shall not be subject have been satisfied as of the Termination Date, then either Parent or the Company may unilaterally extend the Termination Date for 90 days upon written notice to the repayment obligations other by the Termination Date, in which case the Termination Date shall be deemed for all purposes to be so extended; provided further, however, that with respect to any such unilateral extension by the Company or Parent, the Termination Date shall only be extended for the duration (not to exceed 90 days) during which the Debt Financing Commitment (or any alternative debt financing commitment meeting the requirements of Section 5.16), in each case, after giving effect to the extension, if any, of the same, remains in full force and effect; provided further, however, that if the Merger is not consummated by the Termination Date as a result of a Financing Failure, then, notwithstanding the first proviso of this Section 7.1(b)(i), Parent may terminate this Agreement pursuant to Section 7.17.1(b)(v). For the avoidance of doubt, belownothing in this Agreement shall be construed to obligate Parent to seek or obtain any extension of the Debt Financing Commitment (or, after September 21, 2013, to seek any alternative debt financing commitment meeting the requirements of Section 5.16). (ii) if the Company or any Parent Entity receives a definitive oral or written notice or determination from any Gaming Authority or the staff of any Gaming Authority that a Parent Entity will not be granted any Gaming Approval by such Gaming Authority that is required in order for the condition set forth in Section 6.1(d) to be satisfied; provided, that neither party shall have the right to terminate this Agreement pursuant to this Section 7.1(b)(ii) if any action of such party or failure of such party to perform or comply with the covenants and agreements of such party set forth in this Agreement shall have been the primary cause of, or resulted primarily in, any such Gaming Authority’s refusal to grant any such Gaming Approval; (iii) if any court of competent jurisdiction or other Governmental Entity shall have issued a judgment, order, injunction, rule or decree, or taken any other action restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and such judgment, order, injunction, rule, decree or other action shall have become final and nonappealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 7.1(b)(iii) shall have used its reasonable best efforts to contest, appeal and remove such judgment, order, injunction, rule or decree, ruling or other action in accordance with Section 5.7; (iv) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof at which a vote on the adoption of this Agreement was taken; provided, however, that a party will not be permitted to terminate this Agreement pursuant to this Section 7.1(b)(iv) if the failure to obtain the Company Stockholder Approval results from a failure on the part of such party to perform in any material respect any covenant or obligation in this Agreement required to be performed by such party at or prior to the Effective Time; or (v) if the conditions to Closing set forth in Section 6.1 and Section 6.3 are satisfied (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions are reasonably capable of being satisfied) and the Parent Entities are unable to satisfy their obligation to effect the Closing at such time because of a Financing Failure; provided, however, that, prior to the Termination Date, Parent will not be permitted to terminate this Agreement pursuant to this Section 7.1(b)(v) if Parent has materially and willfully, intentionally or knowingly breached the Financing Covenants; (c) If federal by the Company: (i) if Parent, HoldCo or state lawsMerger Sub shall have breached or failed to perform any of its representations, regulationswarranties, rules covenants or other requirements are modified agreements set forth in this Agreement, which breach or interpreted failure to perform (A) would result in such the failure of a way condition set forth in Section 6.1 or 6.2 and (B) cannot be cured by the Termination Date; provided, that the intended use Company shall have given Parent written notice, delivered at least 30 days prior to such termination (or if such breach or failure to perform occurs within 30 days of Grant funding the Termination Date, delivered within 7 days of such breach or of the date such performance was due), stating the Company’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided, however, that the Project Company shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it is no longer allowable then in material breach of any of its covenants or appropriate or the Project is no longer eligible for the Grant funding identified agreements set forth in this Assignment from Agreement; (ii) only prior to having obtained the planned funding source(sCompany Stockholder Approval, in order to enter into a transaction that is a Superior Proposal, if prior to the receipt of the Company Stockholder Approval, (A) the Company Board has received a Superior Proposal, (B) the Company has complied with the provisions of Section 5.4, and (C) prior to or concurrently with such termination, the Company pays the Company Termination Fee due under Section 7.3; or (iii) if PHB is determined all the closing conditions contained in Sections 6.1 and 6.3 have been satisfied (other than those conditions that by its legal counsel their nature are to have lost be satisfied at the authority Closing, provided that such conditions are reasonably capable of being satisfied) and Parent fails to administer fund the ProgramPayment Fund at the Closing; (d) On the occurrence of a Delayed Construction Termination under Section 5.4;by Parent: (ei) If Grantee breaches if the Company shall have breached or fails failed to timely perform any of its obligations under representations, warranties, covenants or agreements set forth in this Agreement Agreement, which breach or failure to perform (A) would result in the failure of a condition set forth in Section 6.1 or 6.3 and if such failure remains uncured (B) cannot be cured by Grantee for a period of thirty (30) days after notice thereof the Termination Date; provided, that Parent shall have been given by Citythe Company written notice, delivered at least 30 days prior to such termination (or if such default runs for a period breach or failure to perform occurs within 30 days of ninety (90) the Termination Date, delivered within 7 days from of such breach or of the date Grantee shouldsuch performance was due), with due diligence, have discovered stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(d)(i) and the basis for such default, then City may declare an “Event of Default” to have occurred hereunder providedtermination; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(d)(i) if Parent or Merger Sub is then in the event material breach of a foreclosure, deed any of its covenants or agreements set forth in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowthis Agreement; or (fii) If PHB determines that if a Triggering Event has occurred at any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents time prior to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any receipt of the foregoingCompany Stockholder Approval. The party desiring to terminate this Agreement pursuant to this Section 7.1 (other than pursuant to Section 7.1(a)) shall give notice of such termination to the other party.

Termination. PHB This Agreement may terminate be terminated and the transactions contemplated by this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice may be abandoned at any time prior to owner, under any of the following conditionsClosing: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of JAC and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery of full Grant funding providedby JAC, however that Grant Funds that have been disbursed for Eligible Uses as if any of the date representations or warranties of termination the Company set forth in ARTICLE 3 or the representations and warranties of the Stockholders set forth in ARTICLE 4 shall not be subject true and correct such that the condition to Closing set forth in Section 7.2(a) would not be satisfied; provided that, prior to any termination of this Agreement under this Section 8.1(b), the Company and Stockholders shall be entitled to cure any such breach during a thirty (30) day period following receipt of written notice from JAC to the repayment obligations Stockholders of such breach (it being understood that JAC may not terminate this Agreement pursuant to this Section 7.1, below8.1(b) if such breach by the Company or the Stockholders is cured during such thirty (30) day period so that such condition would then be satisfied); (c) If federal by the Company, if any of the representations or state laws, regulations, rules or other requirements are modified or interpreted warranties of JAC set forth in ARTICLE 5 shall not be true and correct such a way that the intended use condition to Closing set forth in Section 7.3(a) would not be satisfied; provided that, prior to any termination of Grant funding for this Agreement under this Section 8.1(c), JAC shall be entitled to cure any such breach during a thirty (30) day period following receipt of written notice from Stockholders to JAC of such breach (it being understood that the Project Company may not terminate this Agreement pursuant to this Section 8.1(c) if such breach by JAC is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(scured during such thirty (30) or if PHB is determined by its legal counsel to have lost the authority to administer the Programday period so that such condition would then be satisfied); (d) On by either the occurrence Company or JAC, if the transactions contemplated by this Agreement shall not have been consummated on or prior to July 2, 2019 (the “Outside Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to any Party if the failure to consummate the transactions contemplated by this Agreement is the result of a Delayed Construction Termination breach by such Party of its representations, warranties, obligations or covenants under Section 5.4;this Agreement; and (e) If Grantee breaches by either JAC or fails to timely perform the Company, if any of its obligations under Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof order, decree or ruling or other action shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; become final and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the abovenon-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingappealable.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated, and the Merger contemplated hereby may be abandoned by action taken or in part, without further liability and without impairment authorized by the board of its remedies, effective upon delivery of written notice to owner, under any directors of the following conditionsterminating party or parties, whether before or after receipt of the Company Stockholder Approval: (a) If for By mutual written consent of Parent and the Company, by action of their respective boards of directors, at any reason Grantee receives a payment under this Agreement and does not use Grant Funds for Eligible Coststime prior to the Effective Time; (b) If PHB’s PCEF funding is By either the Company or Parent, if the Effective Time shall not continued at levels sufficient to allow for delivery of full Grant funding have occurred on or before June 30, 2013 (the “Initial Outside Date”); provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement under this Section 7.1(b), shall not be subject available to the repayment obligations pursuant any party whose failure to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform fulfill any of its obligations under this Agreement has been a principal cause of the failure of the Effective Time to occur on or before such date; and provided, further, that if on the Initial Outside Date the condition to the Closing set forth in Section 6.1(c) shall not have been satisfied, but all other conditions to the Closing shall have been satisfied or waived (or shall be capable of being satisfied at the Closing), then the Initial Outside Date shall be extended to September 30, 2013 (the “Extended Outside Date”); (c) By either the Company or Parent, if the Company Stockholder Approval shall not have been obtained upon a vote taken thereon at the Company Stockholder Meeting; (d) By either the Company or Parent, if any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, judgment, injunction or taken any other action, in each case, permanently enjoining, restraining, prohibiting or making illegal the Merger, and such order, decree, judgment, injunction or other action shall have become final and nonappealable (which order, decree, judgment, injunction or other action the party seeking to terminate this Agreement shall have used commercially reasonable efforts to resist, resolve or lift, as applicable); provided however, that the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to a party whose failure remains uncured to fulfill any of its obligations under this Agreement has been a principal cause of such order, decree, judgment or injunction to have been issued or such other action to have been taken; (e) By Parent, at any time prior to the receipt of the Company Stockholder Approval, if (i) the Company Board shall have effected a Change of Company Board Recommendation or an Intervening Event Change of Recommendation (whether or not in compliance with Section 5.6), or (ii) the Company shall have entered into a letter of intent, agreement in principle, merger agreement or other similar agreement relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement); (f) By the Company, at any time prior to the receipt of the Company Stockholder Approval, if (i) the Company Board has authorized the Company to enter into a definitive agreement with respect to a Superior Proposal in accordance with the terms of this Agreement, and (ii) immediately after the termination of this Agreement, the Company enters into a definitive agreement with respect to such Superior Proposal, but only if the Company shall prior to or concurrently with such termination pay the Termination Fee to or for the account of Parent (it being understood that any purported termination of this Agreement pursuant to this Section 7.1(f) shall not be effective unless the Company has paid the Termination Fee); (g) By Parent, at any time prior to the Effective Time, if: (i) there has been a breach by Grantee for a period the Company of its representations, warranties or covenants contained in this Agreement, in any case, such that the conditions contained in Sections 6.2(a) or 6.2(b) are not reasonably capable of being satisfied, (ii) Parent shall have delivered to the Company written notice of such breach, and (iii) either such breach is not capable of cure or at least thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from elapsed since the date Grantee should, with due diligence, of delivery of such written notice to the Company and such breach shall not have discovered such default, then City may declare an “Event of Default” to have occurred hereunder been cured in all material respects; provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(g) if there has been any material breach by either Parent or Merger Sub of its representations, warranties or covenants contained in the event of a foreclosurethis Agreement, deed and such breach shall not have been cured in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowall material respects; or (fh) If PHB determines By the Company, at any time prior to the Effective Time, if: (i) there has been a breach by Parent or Merger Sub of any of its representations, warranties or covenants contained in this Agreement that shall have, individually or in the aggregate, a Parent Material Adverse Effect, (ii) the Company shall have delivered to Parent written notice of such breach, and (iii) either such breach is not capable of cure or at least thirty (30) days shall have elapsed since the date of delivery of such written notice to Parent and such breach shall not have been cured in all material respects; provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 7.1(h) if there has been any representationmaterial breach by the Company of its representations, warranty, warranties or covenant of Grantee covenants contained in this Agreement, whether and such breach shall not have been cured in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingmaterial respects.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) be terminated, and the Merger may be abandoned, at any time prior to the Effective Time in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditionsmanner: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consents duly authorized by the Boards of Directors of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding is by either the Company or Parent, if: (i) the Closing shall not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of occurred on or the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, below; that is thirty-five (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (9035) days from the date Grantee shouldhereof (the “End Date”) for any reason (provided, with due diligence, that (A) in the event that all of the conditions in Article VI (other than the condition set forth in Section 6.2(c)) have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably been satisfied (or waived) or shall be capable of being cured within ninety satisfied at the End Date, the End Date shall be automatically extended to the date that is four (904) days Business Days after the date on which Company Stockholders shall no longer be entitled to exercise their “appraisal rights” under the DGCL, and (B) the right to terminate this Agreement under this clause (b)(i) shall not be available to any party whose action or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up willful failure to six (6) months; and provided further, however, act has been a principal cause of or resulted in the event failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement); (ii) any permanent injunction or other order of a foreclosurecourt or other competent authority preventing the consummation of the Merger shall have become final and nonappealable; (iii) the terminating party is not in material breach of this Agreement, deed and the non-terminating party (Parent or Company, as the case may be) shall have failed to perform any of its covenants in lieu this Agreement or otherwise materially breached the terms of foreclosurethis Agreement such that the conditions in Section 6.2(a) or Section 6.3(a), respectively, could not be satisfied and, if such breach is capable of being cured, shall have failed to cure such material breach within fifteen (15) calendar days after the non-terminating party has received written notice of such breach or similar event with respect failure to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days perform from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowterminating party; or (fiv) If PHB determines that any representation, warranty, or covenant within two (2) Business Days from the time of Grantee in the execution and delivery of this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially Agreement by all of its propertythe parties hereto, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any stockholders of the foregoingnon-terminating party (Parent or Company, as the case may be) have not duly adopted and approved this Agreement and the Merger in accordance with the DGCL and the Certificate of Incorporation of the non-terminating party.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated at any time prior to the Exchange Effective Time, whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after receipt of the following conditions:Required Company Shareholder Approvals (except as provided below): (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company (in the case of the Company, acting on the recommendation of the Special Committee); (b) If PHB’s PCEF funding is by either Parent or the Company (in the case of the Company, acting on the recommendation of the Special Committee): (i) if the Reincorporation Merger and the Share Exchange are not continued at levels sufficient to allow for delivery of full Grant funding consummated on or before December 16, 2020 (the “End Date”); provided, however however, that Grant Funds that if the condition to Closing set forth in Section 9.01(d) has not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VIII have been disbursed satisfied or waived (except for Eligible Uses those conditions that by their nature are to be satisfied at the Closing), the End Date may be extended by either the Company or Parent to a date not beyond March 16, 2021, and such date, as of so extended, shall be the date of termination “End Date”; provided further, however, that the right to terminate this Agreement pursuant to this Section 10.01(b)(i) shall not be subject available to any party whose breach of a representation, warranty or covenant in this Agreement has been a principal cause of or resulted in the repayment failure of the Transactions to be consummated on or before the End Date; (ii) if the condition set forth in Section 9.01(e) is not satisfied and the Restraint giving rise to such non-satisfaction shall have become final and nonappealable; provided that the terminating party shall have complied in all material respects with its obligations to use its reasonable best efforts pursuant to Section 7.1, below8.02; or (iii) if either of the Required Company Shareholder Approvals are not obtained at the Company Shareholders Meeting duly convened therefor or at any adjournment or postponement thereof at which a vote on such matters was taken; (c) If federal by Parent, if the Company Entities breach or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel fail to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under their covenants or agreements contained in this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by CityAgreement, or if such default runs for any of the representations or warranties of the Company Entities contained herein fails to be true and correct, which breach or failure to perform (i) would give rise to the failure of a period of ninety condition set forth in Section 9.02(a) or 9.02(b) and (90ii) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured by the Company Entities by the End Date or has not been cured by the Company Entities within ninety 30 days after the giving of written notice to the Company of such breach (90provided that the Parent Entities are not then in material breach of any covenant or agreement contained in this Agreement and no representation or warranty of the Parent Entities contained herein then fails to be true and correct such that the conditions set forth in Section 9.03(a) days or any lesser notice period provided 9.03(b) could not then be satisfied); (d) by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, howeverParent, in the event of that a foreclosureCompany Adverse Recommendation Change has occurred; provided, deed in lieu of foreclosurehowever, or similar event with respect that Parent will not have the right to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90terminate this Agreement pursuant to this Section 10.01(d) days from the earlier if both of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default Required Company Shareholder Approvals shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowhave been obtained; or (fe) If PHB determines that by the Company (acting on the recommendation of the Special Committee), if the Parent Entities breach or fail to perform any representation, warranty, of their covenants or covenant of Grantee agreements contained in this Agreement, whether in whole or in partif any of the representations or warranties of the Parent Entities contained herein fails to be true and correct, is materially false which breach or invalid; or (g) If Grantee failure to perform (i) applies for or consents would give rise to the appointment of, failure of a condition set forth in Section 9.03(a) or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, 9.03(b) and (ii) admits is not reasonably capable of being cured by the Parent Entities by the End Date or has not been cured by the Parent Entities within 30 days after the giving of written notice to Parent of such breach (provided that the Company Entities are not then in writing its inability, material breach of any covenant or is generally unable, agreement contained in this Agreement and no representation or warranty of the Company Entities contained herein then fails to pay its debts as they become due, be true and correct such that the conditions set forth in Section 9.02(a) or 9.02(b) could not then be satisfied). The party desiring to terminate this Agreement pursuant to clauses (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectb), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debtsc), (viid) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viiie) takes any action for of this Section 10.01 shall give written notice of such termination to the purpose other parties in accordance with Section 11.02, specifying the provision of effecting any of the foregoingthis Agreement pursuant to which such termination is effected.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Effective Time, whether prior to or in part, without further liability after the Company Stockholder Approval and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditionsParent Stockholder Approval: (a) If for any reason Grantee receives a payment under this Agreement by mutual written agreement of Parent and does not use Grant Funds for Eligible Coststhe Company hereto duly authorized by action taken by or on behalf of their respective Boards of Directors; (b) If PHB’s PCEF funding by either the Company or Parent upon notification to the non-terminating party by the terminating party: (i) at any time after July 31, 2000 if the Merger shall not have been consummated on or prior to such date and such failure to consummate the Merger is not continued at levels sufficient to allow for delivery caused by a material breach of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of this Agreement by the date of termination terminating party; (ii) if the Company Stockholder Approval or the Parent Stockholder Approval shall not be subject obtained by reason of the failure to obtain the repayment obligations pursuant to Section 7.1requisite vote upon a vote held at a meeting of such stockholders, belowor any adjournment thereof, called therefor; (ciii) If federal if any Governmental or state lawsRegulatory Authority, regulationsthe taking of action by which is a condition to the obligations of either the Company or Parent to consummate the transactions contemplated hereby, rules or other requirements are modified or interpreted in shall have determined not to take such a way that the intended use action and all appeals of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to such determination shall have lost the authority to administer the Programbeen taken and have been unsuccessful; (div) On if the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any terminating party is not in material breach of its obligations under this Agreement and if such failure remains uncured by Grantee for there has been a period material breach of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, covenant or covenant agreement on the part of Grantee the non-terminating party set forth in this AgreementAgreement such that the conditions in Sections 7.01, whether 7.02, 8.01 or 8.02 will not be satisfied; provided, however, that if such breach is curable by the non-terminating party and such cure is reasonably likely to be completed prior to the date specified in whole Section 11.01(b)(i), then, for so long as the non-terminating party continues to use its reasonable efforts to effect and cure, the terminating party may not terminate pursuant to this Section 11.01(b)(iv); (v) if any court of competent jurisdiction or other competent Governmental or Regulatory Authority shall have issued an Order making illegal or otherwise permanently restricting, preventing or otherwise prohibiting the Merger and such Order shall have become final and nonappealable; (c) by Parent or the Company if the Company or its stockholders receive a Superior Offer in partconnection with which the Board of Directors of the Company exercises the rights specified in Section 6.02(c) to withhold, is materially false withdraw, amend or invalidmodify its recommendation of the Merger; or (gd) If Grantee (i) applies for or consents to by Parent if the appointment of, or the taking Company breaches Section 4.03 of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of this Agreement and Parent is in substantial compliance with its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case obligations under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingthis Agreement.

Termination. PHB This Agreement may terminate this Agreement be terminated prior to the Effective Time (including incorporated documents) in whole whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after approval of the following conditions:Merger by the Required Company Stockholder Vote): (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding by either Parent or the Company if the Merger shall not have been consummated by December 31, 2000 (the "Termination Date") (unless the failure to consummate the Merger is not continued attributable to a failure on the part of the party seeking to terminate this Agreement to perform any material obligation required to be performed by such party at levels sufficient or prior to allow for delivery of full Grant funding the Effective Time); provided, however however, that Grant Funds if at December 31, 2000 there shall exist a reasonable likelihood, determined in good faith by the Company's board of directors, that all of the conditions to the consummation of the Merger set forth in Sections 6 and 7 of this Agreement would be satisfied with the passage of additional time, then in such event the Company shall in its discretion have the right to extend the Termination Date to a date not later than February 28, 2001; (c) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (d) by either Parent or the Company if (i) the Company Stockholders' Meeting shall have been disbursed for Eligible Uses held and (ii) this Agreement and the Merger shall not have been approved at such meeting by the Required Company Stockholder Vote; provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(d) unless the Company shall have paid to Parent any fee required to be paid to Parent pursuant to Section 8.3(b); (e) by Parent (at any time prior to the adoption and approval of this Agreement and the Merger by the Required Company Stockholder Vote) if a Triggering Event shall have occurred; (f) by Parent if any of the Company's representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.shall

Termination. PHB may terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditionsThe parties agree that: (a) If for if any reason Grantee receives a payment under condition contained in Sections 5.1 or 5.2 is not satisfied at or before the Termination Date to the satisfaction of Vista, then Vista may, subject to Section 5.4, by notice to the other parties hereto terminate this Agreement and does not use Grant Funds the obligations of the parties hereunder (except as otherwise herein provided) but without detracting from the rights of Vista arising from any breach by either of the Pescios but for Eligible Costswhich the condition would have been satisfied; (b) If PHB’s PCEF funding if any condition contained in Sections 5.1 or 5.3 is not continued satisfied at levels sufficient or before the Termination Date to allow the satisfaction of the Pescios, then the Pescios may, subject to Section 5.4, by notice to the other parties hereto terminate this Agreement and the obligations of the parties hereunder (except as otherwise herein provided) but without detracting from the rights of the Pescios arising from any breach by Vista or Vista U.S. but for delivery of full Grant funding provided, however that Grant Funds that which the condition would have been disbursed for Eligible Uses as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, belowsatisfied; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that this Agreement may: (i) be terminated by the intended use mutual agreement of Grant funding for the Project is no longer allowable or appropriate parties hereto; (ii) be terminated by either Vista or the Project is no longer eligible for Pescios, if there shall be passed any Law that makes consummation of the Grant funding identified transactions contemplated by this Agreement illegal or otherwise prohibited; (iii) be terminated by Vista or the Pescios if the approval of the Vista Securityholders shall not have been obtained by reason of the failure to obtain the required vote on the Vista Resolutions at the Vista Meeting, in this Assignment from each case, at any time prior to the planned funding source(s) or if PHB is determined Termination Date, by its legal counsel written notice to have lost the authority to administer the Programall other parties; (d) On if the occurrence Effective Date does not occur on or prior to the Termination Date, then this Agreement shall automatically terminate without any further action of a Delayed Construction Termination under Section 5.4;the parties hereto; and (e) If Grantee breaches or fails if this Agreement is terminated in accordance with the foregoing provisions of this Section 6.3, no party shall have any further liability to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts except as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingspecifically contemplated hereby.

Termination. PHB This Agreement may terminate this Agreement be terminated and the Sale may be abandoned at any time prior to the Closing (including incorporated documents) in whole or in part, without further liability with any termination by APL also being an effective termination by APL Sub and without impairment of its remedies, any termination by Atlas also being an effective upon delivery of written notice to owner, under any of the following conditions:termination by ATN): (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of APL and does not use Grant Funds for Eligible Costs;Atlas, by action of the APL Board and Atlas’s board of directors, respectively; or (b) If PHB’s PCEF funding is by either APL or Atlas: (i) if (A) the Sale shall not continued at levels sufficient to allow for delivery of full Grant funding have been consummated on or before September 30, 2011 (the “Outside Date”); provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is the Sale shall not reasonably capable of being cured within ninety (90) days or any lesser notice period provided have occurred by PHBSeptember 30, PHB may2011, in its commercially reasonable discretionand a New Merger Agreement shall have been executed, extend then, the correction period for up to six (6) monthsOutside Date shall become November 30, 2011; and provided further, however, (B) the Party seeking to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not have breached its obligations in any material respect under this Agreement in any manner that shall have proximately caused or resulted in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier failure of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted Sale to have been consummated by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowsuch date; or (fii) If PHB determines if an Order shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Sale and such Order shall have become final and non-appealable, provided that the Party seeking to terminate this Agreement pursuant to this Section 7.1(b)(ii) shall have complied with its obligations pursuant to Section 5.1 with respect to such Order; or (c) by Atlas: (i) if (A) (x) any representation, warrantyof the representations or warranties of APL herein shall be untrue or inaccurate on the date of this Agreement or shall thereafter become untrue or inaccurate, or covenant (y) APL shall have breached or failed to perform any of Grantee its covenants or agreements set forth in this Agreement, whether in whole each case such that any condition set forth in Section 6.2(a) or in part6.2(b) would not be satisfied at Closing; and (B) such untruth, inaccuracy, breach or failure to perform is materially false or invalidnot curable by the Outside Date; or (gii) If Grantee if the Merger Agreement is terminated (iprovided that, in order to terminate this Agreement pursuant to this subclause (ii), Atlas must exercise its right to do so within thirty days of the termination of the Merger Agreement); or (d) applies for by APL, if (i)(A) any of the representations or consents to warranties of Atlas herein shall be untrue or inaccurate on the appointment ofdate of this Agreement or shall thereafter become untrue or inaccurate, or the taking (B) Atlas or ATN shall have breached or failed to perform any of possession bytheir respective covenants or agreements set forth in this Agreement, a receiverin each case such that any condition set forth in Section 6.3(a) or 6.3(b) would not be satisfied at Closing, custodian, trustee, or liquidator of itself or all or substantially all of its property, and (ii) admits in writing its inabilitysuch untruth, inaccuracy, breach or failure to perform is generally unable, not curable by the Outside Date. The Party desiring to pay its debts as they become due, (iii) makes a general assignment for terminate this Agreement pursuant to this Section 7.1 shall give notice of such termination and the benefit provisions of its creditors, (iv) commences a voluntary case under this Section 7.1 being relied on to terminate this Agreement to the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingParties.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) be terminated at any time prior to the Closing in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditionscircumstances: (a) If for any reason Grantee receives a payment under this Agreement by the mutual written consent of Parent and does not use Grant Funds for Eligible CostsBuyer; (b) If PHB’s PCEF funding by either Parent or Buyer, if the Closing shall not have occurred by July 31, 2018 (the “Expiration Date”); provided, however, that if on the initial Expiration Date the condition set forth in Section 8.01(b) is not continued satisfied but all the other conditions to Closing set forth in Article VIII are satisfied or waived (other than those conditions that by their nature are to be satisfied at levels sufficient the Closing, but subject to allow those conditions being capable of being satisfied), then Buyer or Parent may, by providing written notice to the other prior to 5:00 p.m. New York time on such initial Expiration Date, extend the Expiration Date to October 31, 2018 in which case the Expiration Date shall be deemed for delivery of full Grant funding all purposes to be such later date; provided, however further, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement under this Section 9.01(b) shall not be subject available to (i) Parent, if its or any Seller’s failure to fulfill any obligation under this Agreement shall have been the repayment obligations pursuant principal cause of, or shall have principally resulted in, the failure of the Closing to Section 7.1occur on or prior to such date or (ii) Buyer, belowif its failure to fulfill any obligation under this Agreement shall have been the principal cause of, or shall have principally resulted in, the failure of the Closing to occur on or prior to such date; (c) If federal by either Parent or state lawsBuyer, regulationsif any Governmental Authority of competent jurisdiction has issued a Governmental Order (that has not been vacated, rules withdrawn or other requirements are modified overturned) permanently restraining, enjoining or interpreted in otherwise prohibiting the consummation of the transactions contemplated hereby and such a way Governmental Order shall have become final and nonappealable; provided, however, that the intended use of Grant funding for the Project is no longer allowable right to terminate this Agreement pursuant to this Section 9.01(c) shall not be available (i) to Parent if it or appropriate any Seller has failed to perform its obligations under Section 5.03 or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s(ii) or to Buyer if PHB is determined by it has failed to perform its legal counsel to have lost the authority to administer the Programobligations under Section 5.03; (d) On by Buyer, if Parent or any Seller has breached any of its representations, warranties, covenants or other agreements set forth in this Agreement or any such representation or warranty shall have become untrue after the occurrence Agreement Date, and such breach or untruth (i) would give rise to the failure of a Delayed Construction Termination under condition set forth in Section 5.4;8.02(a) and (ii) is incapable of being cured by the Expiration Date or, if curable, is not cured within the earlier of (x) twenty (20) Business Days after the giving of written notice by Buyer of such breach or untruth and (y) the Expiration Date (a “Parent Terminating Breach”); provided, however, that Buyer shall have no right to terminate this Agreement pursuant to this Section 9.01(d) if there is an uncured Buyer Terminating Breach at the time Buyer seeks to terminate for a Parent Terminating Breach; and (e) If Grantee breaches or fails to timely perform by Parent, if Buyer has breached any of its obligations under representations, warranties, covenants or other agreements set forth in this Agreement or any such representation or warranty shall have become untrue after the Agreement Date, and such breach or untruth (i) would give rise to the failure of a condition set forth in Section 8.03(a) and (ii) is incapable of being cured by the Expiration Date or, if curable, is not cured within the earlier of (x) twenty (20) Business Days after the giving of written notice by Parent of such failure remains breach or untruth and (y) the Expiration Date (a “Buyer Terminating Breach”); provided, however, that Parent shall have no right to terminate this Agreement pursuant to this Section 9.01(e) if there is an uncured by Grantee Parent Terminating Breach at the time it seeks to terminate for a period of thirty (30) days after notice thereof shall have been given by CityBuyer Terminating Breach; provided, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, further that, if an Event (A) all of Default is the conditions set forth in Section 8.01 and Section 8.02 have been satisfied (other than those conditions that, by their nature, cannot reasonably capable be satisfied until the Closing Date, but that would be satisfied if the Closing Date were the date of being cured within ninety such termination), and (90B) days or any lesser notice period Buyer fails to consummate the transactions contemplated hereby in accordance with Section 2.06, such failure shall constitute a Buyer Terminating Breach (provided by PHB, PHB may, in its commercially reasonable discretion, extend that the correction period for up twenty (20) Business Day cure applicable to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default Buyer Terminating Breach shall be no less than ninety reduced to three (903) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectBusiness Days), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate this Agreement be terminated and the Mergers and the other transactions contemplated hereby may be abandoned at any time prior to the First Effective Time, whether (including incorporated documentsexcept as expressly set forth below) in whole before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of after the following conditionsAcuren Stockholder Approval or the NV5 Stockholder Approval has been obtained: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Acuren and does not use Grant Funds for Eligible Costs;NV5; (b) If PHB’s PCEF funding is not continued at levels sufficient by either Acuren or NV5 upon written notice to allow for delivery the other Party: (i) if any Governmental Authority having jurisdiction over any Party shall have issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of full Grant funding any of the Mergers and such order, decree, ruling or injunction or other action shall have become final and non-appealable, or if there shall be adopted any Law that permanently makes consummation of any of the Mergers illegal or otherwise permanently prohibited; provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement under this Section 7.1(b)(i) shall not be subject available to the repayment obligations pursuant any Party whose failure to Section 7.1, below; (c) If federal fulfill any covenant or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations agreement under this Agreement and has been the primary cause of or resulted in the action or event described in this Section 7.1(b)(i) occurring; (ii) if such failure remains uncured by Grantee for a period the Mergers shall not have been consummated on or before 5:00 p.m. on October 3, 2025 (the “Outside Date”) ; provided, that if all of thirty (30) days after notice thereof the conditions to Closing, other than the conditions set forth in Section 6.1(e), shall have been given by City, satisfied or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably waived or shall be capable of being cured within ninety satisfied at such time (90) days or any lesser notice period provided other than those conditions that by PHBtheir nature are to be satisfied at the Closing), PHB maythe Outside Date shall automatically be extended to the date that is November 3, in its commercially reasonable discretion2025, extend which date shall thereafter be deemed to be the correction period for up to six (6) monthsOutside Date; and provided further, however, that the right to terminate this Agreement under this Section 7.1(b)(ii) shall not be available to any Party whose failure to fulfill any covenant or agreement under this Agreement has been the primary cause of or resulted in the failure of the Mergers to occur on or before such date; (iii) in the event of a foreclosurebreach by the other Party of any representation, deed warranty, covenant or other agreement contained in lieu of foreclosure, or similar event with respect this Agreement which would give rise to the Project failure of a condition set forth in Section 6.2(a) or Section 6.2(b) or Section 6.3(a) or Section 6.3(b), as applicable, if it was continuing as of the PropertyClosing (and such breach is either not curable prior to the Outside Date or, if curable prior to the correction period for Outside Date, has not been cured by the successor for an existing default shall be no less than ninety (90) days from breaching Party by the earlier of (A) thirty (30) days after the date giving of written notice to the successor obtains control or becomes breaching Party of such breach and (B) two (2) Business Days prior to the owner of the Project. To the extent Outside Date) (a “Terminable Breach”); provided, however, that the Event of Default terminating Party is not corrected within then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement; (iv) if (A) the above-described period Acuren Stockholder Approval shall not have been obtained upon a vote held at a duly held and concluded Acuren Stockholders Meeting (including extensionsany adjournments or postponements thereof) or (B) the NV5 Stockholder Approval shall not have been obtained upon a vote at a duly held and concluded NV5 Stockholders Meeting (including any adjournments or postponements thereof); (c) by NV5, prior to, but not after, the time the Acuren Stockholder Approval is obtained, if anythe Acuren Board (or a committee thereof) shall have effected an Acuren Change of Recommendation (whether or not such Acuren Change of Recommendation is permitted by this Agreement); (d) by Acuren, granted prior to, but not after, the time the NV5 Stockholder Approval is obtained, if the NV5 Board (or a committee thereof) shall have effected a NV5 Change of Recommendation (whether or not such NV5 Change of Recommendation is permitted by PHBthis Agreement); (e) by NV5, an Event prior to, but not after, the time the NV5 Stockholder Approval is obtained, if (i) NV5 has received a NV5 Superior Proposal and (ii) the NV5 Board has authorized NV5 to enter into a NV5 Alternative Acquisition Agreement to consummate the transaction contemplated by such NV5 Superior Proposal pursuant to Section 5.4(f)(v) and in compliance in all material respects with the provisions of Default Section 5.4; provided that a termination pursuant to this Section 7.1(e) shall not be deemed effective unless NV5 has paid, or has caused to occur and PHB may exercise its rights and remedies under be paid, to Acuren the Termination Fee prior to or concurrently with such termination in accordance with Section 7 below7.3(g); or (f) If PHB determines that any representationby NV5, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or if Acuren has not obtained the Debt Financing and consummated the Closing by the fifth (g5th) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits Business Day following NV5’s confirmation in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any Acuren that each of the foregoingconditions set forth in Section 6.1 and Section 6.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing and that were capable of being satisfied if the Closing would occur).

Termination. PHB This Agreement may terminate be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any by the stockholders of the following conditions:Company): (a) If for any reason Grantee receives a payment under this Agreement by mutual written agreement of the Company and does not use Grant Funds for Eligible CostsParent; (b) If PHB’s PCEF funding is by either the Company or Parent, if: (i) the Merger has not continued at levels sufficient been consummated on or before December 31, 2007 (the “End Date”); provided that the right to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination terminate this Agreement pursuant to this Section 10.01(b)(i) shall not be subject available to any party whose breach of any provision of this Agreement results in the repayment obligations pursuant failure of the Merger to Section 7.1be consummated by such time; (ii) there shall be any Applicable Law that (A) makes consummation of the Merger illegal or otherwise prohibited or (B) enjoins the Company or Parent from consummating the Merger and such enjoinment shall have become final and nonappealable; or (iii) at the Company Stockholder Meeting (including any adjournment or postponement thereof), below;the Company Stockholder Approval shall not have been obtained; or (c) If federal by Parent, if: (i) (A) as permitted by Section 6.03, an Adverse Recommendation Change shall have occurred or state laws, regulations, rules or other requirements are modified or interpreted in such (B) the Board of Directors of the Company shall have failed to publicly confirm the Company Board Recommendation within ten Business Days of a way written request made by Parent following an Acquisition Proposal that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Programit do so; (dii) On a breach of any representation or warranty or failure to perform any covenant or agreement on the occurrence part of a Delayed Construction Termination under the Company set forth in this Agreement shall have occurred that would cause the condition set forth in Section 5.4;9.02(a) not to be satisfied, and such condition is incapable of being satisfied by the End Date; or (eiii) If Grantee breaches or fails to timely perform the Company shall have willfully and materially breached any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, Section 6.02 or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below6.03; or (fd) If PHB determines that any representationby the Company if: (i) the Board of Directors of the Company authorizes the Company, warranty, or covenant subject to complying with the terms of Grantee in this Agreement, whether to enter into a written agreement concerning a Superior Proposal; provided that the Company shall have paid any amounts due pursuant to Section 11.04(b) in whole accordance with the terms, and at the times, specified therein; and provided, further, that, prior to any such termination, (A) the Company notifies Parent in writing of its intention to terminate this Agreement and to enter into a binding written agreement concerning an Acquisition Proposal that constitutes a Superior Proposal, attaching the most current version of such agreement (or in parta description of all material terms and conditions thereof), and (B) Parent does not make, within five Business Days of receipt of such written notification, an offer that is materially false at least as favorable to the stockholders of the Company as such Superior Proposal (it being understood that the Company shall not terminate this Agreement or invalidenter into any such binding agreement during such five Business Day period, and that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new written notification from the Company and an additional three Business Day period); or (gii) If Grantee a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Parent or Merger Subsidiary set forth in this Agreement shall have occurred that would cause the condition set forth in Section 9.03(a) or Section 9.03(b) not to be satisfied, and such condition is incapable of being satisfied by the End Date. The party desiring to terminate this Agreement pursuant to this Section 10.01 (iother than pursuant to Section 10.01(a)) applies for or consents shall give notice of such termination to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingparty.

Termination. PHB This Agreement may terminate be terminated and the Mergers and the other transactions contemplated by this Agreement (including incorporated documents) in whole or in partmay be abandoned at any time prior to the Company Merger Effective Time, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any notwithstanding receipt of the following conditions:Stockholder Approval (except as otherwise specified in this Section 9.1): (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of each of CCI and does not use Grant Funds for Eligible CostsCMOF; (b) If PHB’s PCEF funding by either CCI or CMOF, upon prior written notice to the other Party: (i) if the Mergers shall not have occurred on or before 11:59 p.m., New York City time, on April 8, 2023 (the “Outside Date”); provided, that the right to terminate this Agreement pursuant to this Section 9.1(b)(i) shall not be available to any Party if the failure of such Party to perform or comply in all material respects with the obligations, covenants or agreements of such Party set forth in this Agreement shall have been the primary cause of, or resulted in, the failure of the Mergers to be consummated by the Outside Date; (ii) if any Governmental Authority of competent jurisdiction shall have issued an Order permanently restraining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order shall have become final and non-appealable; provided, that the right to terminate this Agreement under this Section 9.1(b)(ii) shall not be available to a Party if the issuance of such final, non-appealable Order was primarily due to the failure of such Party (and, in the case of each of CCI and CMOF, including the failure of the other CCI Parties and the CMOF Parties, respectively) to perform or comply in all material respects with any of its obligations, covenants or agreements under this Agreement; or (iii) if the Stockholder Approval shall not have been obtained at the CMOF Stockholders Meeting, duly convened therefor or at any adjournment or postponement thereof at which a vote on the approval of the Company Merger was taken; provided, that the right to terminate this Agreement under this Section 9.1(b)(iii) shall not be available to a Party if the failure to receive the Stockholder Approval was primarily due to the failure of a Party to perform or comply in all material respects with any of its obligations, covenants or agreements under this Agreement. (c) by CMOF, upon prior written notice to CCI: (i) if a breach of any representation or warranty or failure to perform or comply with any obligation, covenant or agreement on the part of any of the CCI Parties set forth in this Agreement has occurred that would cause any of the conditions set forth in Section 8.1 or Section 8.3 not to be satisfied (a “CCI Terminating Breach”), which breach or failure to perform or comply cannot be cured, or, if capable of cure, has not been cured by the earlier of 30 days following written notice thereof from CMOF to CCI and two Business Days before the Outside Date; provided, however, that CMOF shall not have such right to terminate this Agreement pursuant to this Section 9.1(c)(i) if a CMOF Terminating Breach shall have occurred and be continuing at the time CMOF delivers notice of its election to terminate this Agreement pursuant to this Section 9.1(c)(i); or (ii) if, at any time before the Stockholder Approval is obtained, the CMOF Board (or any committee thereof) shall have effected an Adverse Recommendation Change with respect to a Superior Proposal in accordance with the provisions of Section 7.3; provided, however, that this Agreement may not be so terminated unless CMOF has complied in all material respects with Section 7.3 and CMOF has paid the Termination Payment to CCI in full in accordance with Section 9.3 concurrently with the occurrence of such termination and entered into the definitive agreement providing for the implementation of the Superior Proposal, and, in the event that such payment is not continued at levels sufficient to allow for delivery concurrently made or the definitive agreement is not concurrently entered into, such termination shall be null and void; or (iii) if (A) all of full Grant funding provided, however that Grant Funds that the conditions set forth in Section 8.1 and Section 8.2 have been disbursed for Eligible Uses and continue to be satisfied or waived by CCI (other than those conditions that by their nature cannot be satisfied other than at Closing, provided that such conditions to be satisfied at the Closing would be satisfied as of the date of termination shall not be subject the notice referenced in clause (B) of this Section 9.1(c)(iii) if the Closing were to occur on the repayment obligations date of such notice), (B) on or after the date the Closing should have occurred pursuant to Section 7.12.2, below; CMOF has delivered written notice to CCI to the effect that all of the conditions set forth in Section 8.1 and Section 8.2 have been satisfied or waived by CCI (cother than those conditions that by their nature cannot be satisfied other than at Closing, provided that such conditions to be satisfied at the Closing would be satisfied as of the date of such notice if the Closing were to occur on the date of such notice) If federal or state lawsand CMOF is prepared to consummate the Closing, regulationsand (C) the CCI Parties fail to consummate the Closing within three Business Days after delivery of the notice referenced in the preceding clause (B), rules or other requirements are modified or interpreted in and CMOF was ready, willing and able to consummate the Closing during such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program;three Business Day period; or (d) On by CCI, upon prior written notice to CMOF: (i) if there has been a breach of any representation or warranty or failure to perform or comply with any obligation, covenant or agreement on the occurrence part of a Delayed Construction Termination under CMOF Party set forth in this Agreement has occurred that would cause any of the conditions set forth in Section 5.4;8.1 or Section 8.2 not to be satisfied (a “CMOF Terminating Breach”), which breach or failure to perform or comply cannot be cured, or if capable of cure, has not been cured by the earlier of 30 days following written notice thereof from CCI to CMOF and two Business Days before the Outside Date; provided, however, that CCI shall not have such right to terminate this Agreement if a CCI Terminating Breach shall have occurred and be continuing at the time CCI delivers notice of its election to terminate this Agreement pursuant to this Section 9.1(d)(i); or (eii) If Grantee breaches if, at any time prior to the receipt of the Stockholder Approval, (A) the CMOF Board (or fails any committee thereof) has made an Adverse Recommendation Change, (B) CMOF shall have failed to timely perform publicly recommend against any tender offer or exchange offer for CMOF Common Stock subject to Regulation 14D under the Exchange Act that constitutes an Acquisition Proposal (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by CMOF’s stockholders) within 10 Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer, (C) at any time prior to the receipt of the Stockholder Approval, the CMOF Board shall have failed to publicly reaffirm the CMOF Board Recommendation within 10 Business Days following the date an Acquisition Proposal shall have been first publicly announced (or if the CMOF Stockholders Meeting is scheduled to be held within 10 Business Days after the date an Acquisition Proposal shall have been publicly announced, as far in advance of the date on which the CMOF Stockholders Meeting is scheduled to be held as is reasonably practicable), (D) CMOF enters into an Alternative Acquisition Agreement, or (E) CMOF shall have breached or failed to comply in any material respect with any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing7.3.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated at any time prior to the Effective Time, whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after the receipt of the following conditionsRequisite Stockholder Approval (except as provided in this Agreement), as follows: (a) If for any reason Grantee receives a payment under this Agreement by mutual written agreement of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding is not continued at levels sufficient by either Parent or the Company if any Restraint has become final and non-appealable, except that the right to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall terminate this Agreement pursuant to this Section 8.1(b) will not be subject available to any Party that has materially breached its obligations in this Agreement and such breach has been the repayment obligations pursuant to Section 7.1, belowprimary cause of or primarily resulted in the final non-appealable Restraint; (c) If federal by either Parent or state lawsthe Company if the Effective Time has not occurred by 11:59 p.m. on December 20, regulations2023, rules (the “Termination Date”); provided, that in the event that at the Termination Date, all of the conditions in Article VII other than Section 7.1(b) or other requirements are modified or interpreted in such a way Section 7.1(c) (to the extent that the intended use failure of Grant funding such condition arises from or relates to Antitrust Laws) have been satisfied (except for those conditions that by their nature are to be satisfied at the Project is no longer allowable Closing) or appropriate have been irrevocably waived by Parent and Merger Sub or the Project is Company, as applicable, then either the Company or Parent may, in its respective sole discretion, elect to extend the Termination Date to March 20, 2024, and such date shall become the Termination Date for purposes of this Agreement, by delivering written notice to the other Party no longer eligible for later than the Grant funding identified Termination Date; it being understood that the right to terminate this Agreement pursuant to this Section 8.1(c) will not be available to any Party whose action or failure to act (which action or failure to act constitutes a breach by such Party of this Agreement) has been the primary cause of, or primarily resulted in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel failure of the Effective Time to have lost occurred prior to the authority to administer the Programthen-scheduled Termination Date; (d) On by either Parent or the occurrence Company if the Company fails to obtain the Requisite Stockholder Approval at the Company Stockholder Meeting (including any adjournments and postponements thereof) at which a vote is taken on the adoption and approval of a Delayed Construction Termination under Section 5.4this Agreement and the Merger or on the approval of the Charter Amendment; (e) If Grantee breaches by Parent if any of the representations or fails warranties of the Company contained in this Agreement shall have been inaccurate when made or shall have become inaccurate thereafter or the Company has breached or failed to timely perform any of its obligations under or covenants contained in this Agreement and Agreement, which inaccuracy or breach or failure to perform would result in the failure of a condition set forth in Section 7.2(a) or Section 7.2(b), except that (i) if such breach or failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default perform is not reasonably capable of being cured within ninety (90by the Termination Date, Parent will not be entitled to terminate this Agreement pursuant to this Section 8.1(e) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up prior to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of (A) 30 days after delivery by Parent to the date Company of written notice of such breach or failure to perform, or (B) the successor obtains control Termination Date, it being understood that Parent will not be entitled to terminate this Agreement if such breach or becomes the owner failure to perform has been cured prior to termination; and (ii) Parent will not be entitled to terminate this Agreement pursuant to this Section 8.1(e) if any of the Project. To representations or warranties of the extent Parent contained in this Agreement shall then be inaccurate or Parent is then in breach in any material respect of any of its covenants or other agreements contained in this Agreement such that the Event Company would be entitled to terminate pursuant to Section 8.1(g) (disregarding for this purpose whether any applicable cure period required by Section 8.1(g) has been completed); (f) by Parent if, prior to the Company obtaining the Requisite Stockholder Approval, the Company Special Committee or the Company Board has effected a Company Recommendation Change; (g) by the Company if any of Default the representations or warranties of Parent or Merger Sub contained in this Agreement shall have been inaccurate when made or shall have become inaccurate thereafter or Parent or Merger Sub has breached or failed to perform any of its respective obligations or covenants contained in this Agreement, which inaccuracy, breach or failure to perform would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b), except that (i) if such breach or failure to perform is capable of being cured by the Termination Date, the Company will not corrected within be entitled to terminate this Agreement pursuant to this Section 8.1(g) prior to the above-described earlier of (A) 30 days after delivery by the Company to Parent of written notice of such breach or failure to perform, or (B) the Termination Date, it being understood that the Company will not be entitled to terminate this Agreement if such breach or failure to perform has been cured prior to termination; and (ii) the Company will not be entitled to terminate this Agreement pursuant to this Section 8.1(g) if any of the representations or warranties of the Company contained in this Agreement shall then be inaccurate or the Company is then in breach in any material respect of any of its representations, warranties, covenants or other agreements contained in this Agreement such that Parent would be entitled to terminate pursuant to Section 8.1(e) (disregarding for this purpose whether any applicable cure period including extensions, if any, granted required by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below8.1(e) has been completed); or (fh) If PHB determines that by the Company (at any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (gtime prior to receiving the Requisite Stockholder Approval) If Grantee if (i) applies for or consents to the appointment of, or the taking of possession by, Company has received a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, Superior Proposal; (ii) admits in writing its inability, or is generally unable, the Company Special Committee has authorized the Company to pay its debts as they become due, enter into an Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) makes a general assignment for the benefit of its creditors, Company has complied in all material respects with Section 5.4 with respect to such Superior Proposal; and (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-upCompany pays, or composition causes to be paid, to Parent or adjustment of debts, (vii) fails its designee the Company Termination Fee pursuant to controvert and in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effectaccordance with Section 8.3(b)(iii), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated at any time on or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice prior to owner, under any of the following conditionsClosing Date: (a) If for any reason Grantee receives a payment under this Agreement With the mutual written consent of each of the Company, Parent and does not use Grant Funds for Eligible CostsMerger Sub; (b) If PHB’s PCEF funding is By either the Company or Parent, if the Closing of the Merger shall not continued at levels sufficient to allow for delivery of full Grant funding have occurred on or before September 30, 2013 (the “Termination Date”); provided, however that Grant Funds that have been disbursed for Eligible Uses that, if, as of the date of termination Termination Date, all conditions to this Agreement shall not be subject to have been satisfied or waived (other than those that are satisfied by action taken at the repayment obligations pursuant to Closing), other than the conditions set forth in Section 7.16.3 and Section 7.3, belowthen the Company may extend the Termination Date by no more than thirty (30) calendar days; (c) If federal By the Company, if Parent shall have breached or state lawsfailed to perform any of its representations, regulationswarranties, rules covenants or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified agreements contained in this Assignment Agreement, which breach or failure to perform (A) would give rise, if occurring or continuing at the Effective Time, to the failure of a condition set forth in Article VII and (B) has not been or is incapable of being cured by Parent prior to the earlier of the (x) Termination Date and (y) thirtieth (30th) calendar day after its receipt of written notice thereof from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program;Company; 77 (d) On By Parent, if the occurrence Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would give rise, if occurring or continuing at the Effective Time, to the failure of a Delayed Construction condition set forth in Article VI and (B) has not been or is incapable of being cured by the Company prior to the earlier of the (x) Termination under Section 5.4Date and (y) thirtieth (30th) calendar day after its receipt of written notice thereof from Parent; (e) If Grantee breaches By either the Company or fails to timely perform Parent, if (i) there shall be any Law that makes consummation of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty the Merger illegal or (30ii) days after notice thereof any Governmental Authority having competent jurisdiction shall have been given by Cityissued an Order or taken any other action permanently restraining, enjoining or if otherwise prohibiting the Merger, and such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, Order or other action shall have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; become final and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belownonappealable; or (f) If PHB determines that any representationBy Parent, warranty, or covenant if a copy of Grantee the Stockholder Consent has not been delivered to Parent within twenty-four (24) hours of mutual execution of this Agreement. Notwithstanding anything else contained in this Agreement, whether in whole the right to terminate this Agreement under this Section 8.1 shall not be available to any party whose breach of its (or in partthe case of the Company, is materially false its or invalid; or (gthe Representative’s) If Grantee (i) applies for representations or consents warranties set forth herein or whose failure to fulfill its obligations or to comply with its covenants under this Agreement has been the appointment primary cause of, or primarily resulted in, the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, failure to pay its debts as they become due, (iii) makes a general assignment for satisfy any condition to the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any obligations of the foregoingother party hereunder.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated at any time prior to the Effective Time, whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after approval of the following conditionsshareholders of the Company described herein: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Purchaser and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding is by either Purchaser or the Company, if: (i) the Merger shall not continued at levels sufficient have been consummated on or prior to allow for delivery of full Grant funding August 31, 2006 (the “Drop Dead Date”), provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be subject available to the repayment obligations pursuant any party whose failure to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and results in the failure of the Merger to be consummated by such time; (ii) if such failure remains uncured by Grantee for a period required under the MBCA, the vote of thirty (30) days after notice thereof the Company’s shareholders shall have been given by Citytaken at a meeting duly convened therefor or at any adjournment or postponement thereof, or if and such default runs for a period vote shall be insufficient to approve the Merger and this Agreement notwithstanding that at any and all such meetings Purchaser shall vote and cause Merger Sub and all Purchaser Affiliates to vote all shares of ninety (90) days from the date Grantee should, with due diligence, Company Common Stock they then Beneficially Own and have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event voting power with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier in favor of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur Merger and PHB may exercise its rights and remedies under Section 7 belowthis Agreement; or (fiii) If PHB determines that any representationGovernmental Authority shall have issued an order, warrantydecree or ruling or taken any other action permanently enjoining, restraining, suspending or covenant otherwise prohibiting the consummation of Grantee the Offer or the Merger and such order, decree or ruling or other action shall have become final and nonappealable; (c) by Purchaser, if the Company shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, whether which breach or failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to the Company; (d) by Purchaser, if (1) the Company shall have breached in whole any material respect its obligations set forth in Section 4.8 hereof, (2) the Board of Directors of the Company or the Special Committee, as the case may be, shall have withdrawn or modified in parta manner adverse to Purchaser its approval or recommendation of the Offer, the Merger or this Agreement, or approved or recommended any Company Superior Offer or (3) the Board of Directors of the Company or the Special Committee, as the case may be, shall have resolved to take any of the foregoing actions; (e) by the Company, if Purchaser shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform is materially false incapable of being cured or invalid; orhas not been cured within 20 days after the giving of written notice to Purchaser; (f) by the Purchaser, other than as a result of a breach by the Purchaser or Merger Sub of its obligations hereunder, if as a result of any condition set forth in Annex A hereto failing to be satisfied, the Purchaser shall have (i) failed to commence the Offer within 30 days following the date of this Agreement, or (ii) terminated the Offer without having accepted any Shares for payment thereunder; (g) If Grantee by the Company, upon approval of its Board of Directors, if the Purchaser shall have terminated the Offer without having accepted any Shares for payment thereunder, other than as a result of a breach by the Company of its obligations hereunder; (h) by the Company on or after April 1, 2006, if, other than as a result of a breach by the Company of any of its representations, warranties or covenants hereunder, Purchaser shall have failed to purchase pursuant to the Offer at least that number of shares of Company Common Stock that is equal to the number that satisfies the Minimum Condition; provided that the Company may not terminate under this clause (h) if the Company Board of Directors has received and is considering a Company Takeover Proposal in accordance with the provisions of Section 4.8(c); and (i) applies for or consents by the Company, upon approval of its Board of Directors, if the Company enters into a definitive written agreement with a third party that would constitute a Company Superior Offer. The party desiring to terminate this Agreement pursuant to the appointment of, or preceding paragraphs shall give written notice of such termination to the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits other party in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingaccordance with Section 8.5 hereof.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice be terminated at any time prior to owner, under any of the following conditionsClosing Date solely: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of INVESTORS and does not use Grant Funds for Eligible CostsAIRNET; (b) If PHB’s PCEF funding is by either of the INVESTORS, or by AIRNET, if the transactions contemplated by this Agreement to take place at the Closing shall not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as consummated by July 31, 2003, unless the failure of such transactions to be consummated is due to the willful failure of the date of termination shall not be subject party seeking to the repayment obligations pursuant terminate this Agreement to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement to the extent required to be performed by it prior to or on the Closing Date; or (c) by AIRNET, if a material breach or default shall be made by either of the INVESTORS in the observance or in the due and if timely performance of any of the covenants, agreements or conditions contained herein, and the curing of such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof default shall not have been given made on or before the Closing Date; or (d) by Cityeither of the INVESTORS, if a material breach or if default shall be made by AIRNET in the observance or in the due and timely performance of any of the covenants, agreements or conditions contained herein, and the curing of such default runs for a period shall not have been made on or before the Closing Date; or (e) by either of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, howeverINVESTORS, in the event of the delisting of the AIRNET Common Stock from the NASDAQ Stock Market, except for the potential delisting from NMS and transfer to NASDAQ's Small Cap as a foreclosure, deed in lieu result of foreclosureAIRNET's failure to maintain the minimum bid price criteria of $1.00, or similar in the event that AIRNET shall have failed to satisfy one or more other conditions to continued listing of such Common Stock on NASDAQ's Small Cap pursuant to written notice from NASDAQ dated after the date of this Agreement, such that, with the passage of time, the Common Stock may be delisted at any time after the Closing Date, except with respect to the Project or minimum bid price criteria of $1.00, which could be cured by a reverse stock split and except with respect to the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; orminimum net equity condition. (f) If PHB determines that any representationby AIRNET, warranty, or covenant pursuant to Section 5.4 of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any by the stockholders of the following conditions:Company): (a) If for any reason Grantee receives a payment under this Agreement by mutual written agreement of the Company and does not use Grant Funds for Eligible CostsParent; (b) If PHB’s PCEF funding is by either the Company or Parent, if: (i) the Merger has not continued at levels sufficient to allow for delivery of full Grant funding been consummated on or before June 30, 2011 (the “End Date”); provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement pursuant to this Section 11.01(b)(i) shall not be subject available to any party whose breach of any provision of this Agreement results in the repayment obligations pursuant failure of the Merger to Section 7.1, below;be consummated by such time; or (ii) there shall be any Applicable Law that (A) makes consummation of the Merger illegal or otherwise prohibited or (B) enjoins the Company or Parent from consummating the Merger and such enjoinment shall have become final and nonappealable; or (c) If federal by Parent, if: (i) (A) as permitted by Section 7.03, an Adverse Recommendation Change shall have occurred or state laws, regulations, rules (B) the Company Board shall have failed to publicly confirm the Company Board Recommendation within five Business Days of a written request by Parent that it do so; or (ii) a breach of any representation or other requirements are modified warranty or interpreted in such a way that failure to perform any covenant or agreement on the intended use part of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified Company set forth in this Assignment from Agreement shall have occurred that would cause the planned funding source(scondition set forth in Section 10.02(b) or if PHB not to be satisfied, and such condition is determined incapable of being satisfied by its legal counsel to have lost the authority to administer the Program;End Date; or (d) On by the occurrence of a Delayed Construction Termination under Section 5.4;Company if: (ei) If Grantee breaches or fails the Company Board authorizes the Company, subject to timely perform complying with the terms of this Agreement, to enter into a written agreement concerning a Superior Proposal; provided, that the Company shall have paid any amounts due pursuant to Section 12.04(b) in accordance with the terms, and at the times, specified therein; and provided, further, that, prior to any such termination, (A) the Company notifies Parent in writing of its obligations under intention to terminate this Agreement and if to enter into a binding written agreement concerning an Acquisition Proposal that constitutes a Superior Proposal, attaching the most current version of such failure remains uncured by Grantee for agreement (or a period description of thirty all material terms and conditions thereof), and (30B) Parent does not make, within four days after notice thereof of receipt of such written notification, an offer that is at least as favorable to the stockholders of the Company as such Superior Proposal (it being understood that the Company shall have been given by Citynot terminate this Agreement or enter into any such binding agreement during such four day period, and that any amendment to the financial terms or if other material terms of such default runs for Superior Proposal shall require a period of ninety (90) days new written notification from the date Grantee should, with due diligence, have discovered such default, then City may declare Company and an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowadditional three day period); or (fii) If PHB determines that a breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement on the part of Grantee Parent or Merger Subsidiary set forth in this AgreementAgreement shall have occurred that would cause the condition set forth in Section 10.03(b) not to be satisfied, whether in whole or in part, and such condition is materially false or invalid; or incapable of being satisfied by the End Date. The party desiring to terminate this Agreement pursuant to this Section 11.01 (gother than pursuant to Section 11.01(a)) If Grantee (i) applies for or consents shall give notice of such termination to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingparty.

Termination. PHB may terminate Notwithstanding anything herein to the ----------- contrary, this Agreement (including incorporated documents) in whole may be terminated and the Merger contemplated herein may be abandoned at any time prior to the Effective Time, whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after stockholder approval of the following conditionsCompany thereof: (a) If for any reason Grantee receives a payment under this Agreement By the mutual consent of the Parent and does not use Grant Funds for Eligible Costs;the Company by action of their respective board of directors. (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery By either of full Grant funding the Company or Parent: (i) if any Governmental Entity shall have issued an order, decree or ruling or taken any other action in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided, however that, the party seeking to terminate this -------- Agreement shall have used all reasonable efforts to challenge such order, decree, ruling or other action; (ii) if the Offer shall have expired, terminated or been withdrawn pursuant to its terms without any Shares being purchased therein, provided, however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement under this Section -------- ------- 7.1(b)(ii) shall not be subject available to any party whose failure to fulfill any obligation under this Agreement has been the repayment obligations cause of, or has resulted in, the failure of the Purchaser to purchase Shares in the Offer; or (iii) if the Offer shall not have been consummated on or before June 25, 2001, (the "Outside Date"), provided, that, a party may not -------- terminate the Agreement pursuant to this Section 7.1, below; (c7.1(b)(iii) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel failure to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and results in the failure of the Offer to be so consummated by such time; (c) By the Company: (i) if Parent, the Purchaser or any of their affiliates shall have failed to commence the Offer on or prior to ten (10) business days following the date of the initial public announcement of the Offer; provided, -------- that the Company may not terminate this Agreement pursuant to this Section 7.1(c)(i) if the Company is in material breach of this Agreement; (ii) if concurrently or immediately following such failure remains uncured by Grantee termination it enters into a definitive agreement providing for a period of thirty (30) days after notice thereof shall have been given by CitySuperior Proposal in compliance with this Agreement, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days prior thereto or any lesser notice period provided by PHB, PHB may, simultaneously therewith the Company has paid the Termination Fee to Parent in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event accordance with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below7.3; or (fiii) If PHB determines if the representations and warranties of Parent set forth in this Agreement that are qualified by materiality shall not be true and correct in any representationrespect, or if the representations and warranties of Parent set forth in this Agreement that are not so qualified shall not be true and correct in all material respects, in each case as of the date of this Agreement and as of the Expiration Date as if made on such date, or either Parent or Purchaser shall have breached or failed in any material respect to perform or comply with any material obligation, agreement or covenant required by this Agreement to be performed or complied with by it, which inaccuracy or breach cannot be cured or has not been cured within one business day prior to the Expiration Date, except, in the case of the failure of any representation or warranty, or covenant of Grantee in for changes specifically permitted by this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies and for or consents to the appointment of, or the taking those representations and warranties that address matters only as of possession by, a receiver, custodian, trustee, or liquidator particular date which are true and correct as of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingsuch date.

Termination. PHB This ESA may terminate be terminated at any time upon written notice: a) by the Municipality, or the Competitive Supplier, if the other Party fails to remedy or cure any breach of any material provision or condition of this Agreement ESA (including incorporated documentsincluding, but not limited to, Article 2.5 and Article 9), but excluding the failure to provide or arrange for Firm Full- Requirements Power Supply, which is addressed in Article 4.2(f), within sixty (60) days following written notice to do so by the non-breaching party; or b) by the Municipality, or the Competitive Supplier, if any material provision or condition of this ESA be finally adjudged invalid by any court of competent jurisdiction, or if any Governmental Authority exercises any lawful jurisdiction so as to invalidate or disapprove this ESA in whole or in significant part; or c) by the Municipality, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditions: (a) If for any reason Grantee receives if a payment under this Agreement and does not use Grant Funds for Eligible Costs; (b) If PHB’s PCEF funding Regulatory Event that is not continued at levels sufficient a Qualifying Regulatory Event affects the Competitive Supplier and Competitive Supplier incurs costs and chooses to allow for delivery of full Grant funding providedallocate and collect excess costs from Participating Customers; or d) by the Municipality, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1if a court, below; (c) If federal or state laws, regulations, rules PSC or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel lawful authority adjudicates contrary to have lost the authority to administer the Program;Article 6; or (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches by the Municipality, i) if an order is entered against the Competitive Supplier approving a petition for an arrangement, liquidation, dissolution or fails similar relief relating to timely perform any of its obligations under this Agreement Bankruptcy or insolvency and if such failure order remains uncured by Grantee unvacated for a period of thirty (30) days after notice thereof days; or (ii) immediately if the Competitive Supplier shall have been given by Cityfile a voluntary petition in Bankruptcy or any petition or answer seeking any arrangement, liquidation or dissolution relating to Bankruptcy, insolvency or other relief for debtors or shall seek, consent to, or if such default runs acquiesce in appointment of any trustee, receiver, or liquidation of any of Competitive Supplier’s property; or f) notwithstanding the foregoing, the failure of Competitive Supplier to provide or arrange for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” Firm Full-Requirements Power Supply to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, howeverParticipating Customers, in the absence of Force Majeure or the Municipality's failure to perform, shall constitute an act of default, and the Municipality may terminate this ESA upon giving written notice and without a cure period. In the event the Competitive Supplier has performed its obligations hereunder and its failure to arrange for or provide Firm Full-Requirements Power Supply is a direct result of a foreclosureactions or non- actions by any transmission service provider, deed in lieu of foreclosurethe Distribution Utility, or similar event with respect to the Project or the PropertyNYISO, the correction period for the successor for an existing default Competitive Supplier’s failure shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur be an act of immediate default and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, would be subject to remedy or covenant of Grantee cure as provided in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectArticle 4.2(a), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated at any time prior to the Effective Time, whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after approval of the following conditionsmatters presented in connection with the Merger by the stockholders of Delta or Northwest: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Northwest and does not use Grant Funds for Eligible CostsDelta, if the Board of Directors of each so determines; (b) If PHB’s PCEF funding is by written notice of either Northwest or Delta: (i) if the Merger shall not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as consummated by the twelve-month anniversary of the date of termination this Agreement (the “Outside Date”); provided, however, that each of Northwest and Delta shall have the right, in its sole discretion, to extend the Outside Date to the eighteen-month anniversary of the date of this Agreement, if, in either case, the only condition or conditions set forth in Article VI that have not been satisfied (other than those conditions that by their nature are to be satisfied at the Closing) at the time of such extension are the conditions set forth in Section 6.1(e) or Section 6.1(b) (in the case of Section 6.1(b), solely to the extent such judgment, order, injunction (whether temporary, preliminary or permanent), decree, statute, law, ordinance, rule or regulation, or other legal restraint or prohibition is issued or brought under applicable antitrust, competition or similar Applicable Laws); (ii) if a Governmental Entity that is of competent jurisdiction shall have issued a final and nonappealable order, decree or ruling or taken any other action (including the failure to have taken an action), having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (iii) if the Northwest Stockholder Approval shall not be subject have been obtained at the Northwest Stockholders’ Meeting, or at any adjournment or postponement thereof, at which the vote to obtain the repayment obligations pursuant Northwest Stockholder Approval was taken; or (iv) if the Delta Stockholder Approval shall not have been obtained at the Delta Stockholders’ Meeting, or at any adjournment or postponement thereof, at which the vote to Section 7.1, belowobtain the Delta Stockholder Approval was taken; (c) If federal by Northwest, upon written notice to Delta, upon a breach of any representation, warranty, covenant or state laws, regulations, rules or other requirements are modified or interpreted in such a way that agreement on the intended use part of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified Delta set forth in this Assignment from Agreement such that, if occurring or continuing on the planned funding source(sClosing Date, the conditions set forth in Section 6.2(a) or if PHB is determined Section 6.2(b) would not be satisfied and such breach shall be incapable of being cured or shall not have been cured within 30 days after written notice thereof shall have been received by its legal counsel to have lost the authority to administer the ProgramDelta; (d) On by Delta, upon written notice to Northwest, upon a breach of any representation, warranty, covenant or agreement on the occurrence part of a Delayed Construction Termination under Northwest set forth in this Agreement such that, if occurring or continuing on the Closing Date, the conditions set forth in Section 5.46.3(a) or Section 6.3(b) would not be satisfied and such breach shall be incapable of being cured or shall not have been cured within 30 days after written notice thereof shall have been received by Northwest; (e) If Grantee breaches by Northwest, upon written notice to Delta, if Delta, for any reason, (i) shall have (A) failed to recommend in the Joint Proxy Statement a vote in favor of the Stock Issuance, or fails (B)(x) in a manner adverse to timely perform Northwest, withdrawn, modified or qualified, or proposed to withdraw, modify or qualify, the recommendation by such Board of Directors in favor of the Stock Issuance to Delta’s stockholders, (y) taken any public action or made any public statement in connection with the meeting of Delta stockholders to be held pursuant to Section 5.1(b), inconsistent with such recommendation or (z) recommended any Alternative Transaction (or, in the case of clause (i)(B), resolved to take any such action), whether or not permitted by the terms hereof (any of the foregoing in this clause (i), a “Delta Change in Recommendation”) or (ii)(A) shall have materially and willfully breached its obligations under Section 4.2 or (B) shall have materially and willfully breached its obligations under this Agreement by reason of a failure to call the Delta Stockholders’ Meeting in accordance with Section 5.1(b) or failure to prepare and mail to its stockholders the Joint Proxy Statement in accordance with Section 5.1(a); (f) by Delta, upon written notice to Northwest, if Northwest, for any reason, (i) shall have (A) failed to recommend in the Joint Proxy Statement the adoption of this Agreement, or (B) in a manner adverse to Delta, (x) withdrawn, modified or qualified, or proposed to withdraw, modify or qualify, the recommendation by such Board of Directors in favor of the approval and adoption of this Agreement and the Merger to Northwest’s stockholders, (y) taken any public action or made any public statement in connection with the meeting of Northwest stockholders to be held pursuant to Section 5.1(b), inconsistent with such recommendation or (z) recommended any Alternative Transaction (or, in the case of clause (i)(B), resolved to take any such action), whether or not permitted by the terms hereof (any of the foregoing in this clause (i), a “Northwest Change in Recommendation”) or (ii)(A) shall have materially and willfully breached its obligations under Section 4.2 or (B) shall have materially and willfully breached its obligations under this Agreement by reason of a failure remains uncured to call the Northwest Stockholders’ Meeting in accordance with Section 5.1(b) or failure to prepare and mail to its stockholders the Joint Proxy Statement in accordance with Section 5.1(a); (g) by Grantee for Northwest, upon written notice to Delta, if at any time the condition set forth in Section 6.2(e) shall not be satisfied and, solely in the case of any such proceeding instituted by a period of thirty (30) days after notice thereof Person other than Delta, such proceeding shall have been given by City, or if such default runs pending for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowat least 60 days; or (fh) If PHB determines that by Delta, upon written notice to Northwest, if at any representationtime the condition set forth in Section 6.3(e) shall not be satisfied and, warranty, or covenant of Grantee solely in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any such proceeding instituted by a Person other law relating to bankruptcythan Northwest, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action such proceeding shall have been pending for the purpose of effecting any of the foregoingat least 60 days.

Termination. PHB (a) Subject to Section 5.14, this Agreement may be terminated at any time prior to the Effective Time (except as provided below, notwithstanding approval of this Agreement or of the Arrangement Resolution by the Company Securityholders and/or by the Court, as applicable): (i) by mutual written agreement of the Company and Parent; (ii) by either the Company or Parent, if: (A) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement (including incorporated documentsunder this 7.2(a)(ii)(A) in whole or in part, without further liability and without impairment shall not be available to any Party whose failure to fulfill any of its remediesobligations or breach of any of its representations and warranties under this Agreement has been the cause of, effective upon or resulted in, the failure of the Effective Time to occur by such Outside Date; (B) any condition in Section 6.1, other than the condition in Section 6.1(a), becomes incapable of being satisfied by the Outside Date, except that the right to terminate this Agreement under this Section 7.2(a)(ii)(B) will not be available to any Party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of such condition to be satisfied; or (C) the Requisite Approval shall not have been obtained after a vote of the Company Securityholders at the Company Meeting in accordance with the Interim Order. (iii) by Parent, if: (A) prior to the time the condition in Section 6.1(a) is satisfied: (1) the Company Board fails to recommend or publicly withdraws, modifies or qualifies, in a manner adverse to Parent, its recommendation of the Arrangement (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for not more than seven (7) days shall not be considered an adverse modification or qualification), unless Parent shall have breached a covenant under this Agreement in such a manner that the Company would be entitled to terminate this Agreement in accordance with Section 7.2(a)(ii)(B) or Section 7.2(a)(iv); or (2) the Company Board shall have publicly approved or recommended, or entered into a binding written agreement with respect to, any Acquisition Proposal (other than a confidentiality agreement permitted by Section 5.7(d)(i)) ((1) and (2) collectively a “Company Change in Recommendation”); or (B) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.1 or Section 6.2 not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date, and provided that Parent is not then in breach of this Agreement so as to cause any condition in Section 6.1 or Section 6.2 not to be satisfied; or (C) if the Company is in material breach of any of the Company’s covenants or obligations in Section 5.7, and such breach has not been cured within ten days following delivery of written notice by Parent to ownerthe Company of such breach. (iv) by the Company, under if (A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Parent set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.1 or Section 6.3 not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date as reasonably determined by the Company and provided that the Company is not then in breach of this Agreement so as to cause any condition in Section 6.1 or Section 6.3 not to be satisfied; or (B) it wishes to enter into a binding written agreement with respect to a Superior Proposal (other than a confidentiality agreement permitted by Section 5.7(d)(i)), subject to compliance with Section 5.7 in all material respects and subject to the payment of the following conditions: (a) If for any reason Grantee receives a payment under this Agreement and does not use Grant Funds for Eligible Costs;Company Termination Fee to Parent substantially concurrently with such termination. (b) If PHB’s PCEF funding is In furtherance of, and not continued at levels sufficient in limitation of, Section5.14, the Party desiring to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject terminate this Agreement pursuant to the repayment obligations this Section 7.2 (other than pursuant to Section 7.17.2(a)(i)) shall give written notice of such termination to the other Party, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted specifying in reasonable detail the basis for such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any Party’s exercise of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingtermination right.

Termination. PHB 6.7.1. Unless determined otherwise by the Committee and except as provided in this Section 6.7 and in Section ‎6.88 hereof, an Option may terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditions: (a) If for any reason Grantee receives a payment under this Agreement and does not use Grant Funds for Eligible Costs; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject exercised unless the Grantee is at such time of exercise a Service Provider. In the event that a Grantee’s engagement as a Service Provider shall terminate (other than by reason of death, Disability or Retirement), all Options of such Grantee that are vested and exercisable at the time of such termination may, unless earlier terminated in accordance with their terms, be exercised within up to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from after the date Grantee should, with due diligence, have discovered of such default, then City may declare an “Event of Default” to have occurred hereunder termination (or such different period as the Committee shall prescribe); provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in that if the event Company (or the Subsidiary or Affiliate, when applicable) shall terminate the engagement of the Grantee as a foreclosureService Provider for Cause (as defined below) or if, deed in lieu of foreclosurewhether or not the Grantee’s engagement as a Service Provider is terminated by either party, circumstances arise or similar event are discovered with respect to the Project Grantee that would have constituted Cause for termination of his or her employment or service, all Options theretofore granted to such Grantee (whether vested or not) shall, to the Propertyextent not theretofore exercised, terminate on the correction period date of such termination (or on which such circumstance arise or are discovered, as the case may be) unless otherwise determined by the Committee. 6.7.2. In the case of a Grantee engaged as a Service Provider to a Subsidiary or Affiliate, such engagement shall also be deemed terminated for the successor for an existing default shall be no less than ninety (90) days from the earlier purposes of this Section ‎6.67 as of the date on which such principal employer ceases to be a Subsidiary or Affiliate. Notwithstanding anything to the successor obtains control or becomes contrary, the owner of Committee, in its absolute discretion may, on such terms and conditions as it may determine appropriate, extend the Project. To periods for which the extent Options held by any individual may continue to vest and be exercisable; provided, that such Options may lose their status as Incentive Stock Options under applicable law and be deemed Nonqualified Stock Options in the event that the Event period of Default vesting and/or exercisability of any option is not corrected within extended beyond the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee later of: (i) applies for one hundred and eighty (180) days after the date of cessation as a Service Provider; or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inabilitythe applicable period under Section ‎6.88 below. 6.7.3. For purposes of this Plan, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting term “Cause” shall mean any of the foregoingfollowing: (a) fraud, embezzlement or felony or similar act by the Grantee; (b) an act of moral turpitude by the Grantee, or any act that causes significant injury to the reputation, business, assets, operations or business relationship of the Company (or a Subsidiary or Affiliate, when applicable); (c) any material breach by the Grantee of an agreement between the Company or any Subsidiary or Affiliate and the Grantee (including material breach of confidentiality, non-competition or non-solicitation covenants) or of any duty of the Grantee to the Company or any Subsidiary or Affiliate thereof; or (d) any circumstances that constitute grounds for termination for cause under the Grantee’s employment, consulting or service agreement with the Company or Subsidiary or Affiliate, to the extent applicable.

Termination. PHB This Agreement may terminate this Agreement be terminated and the transactions contemplated hereby, including the Merger, may be abandoned at any time prior to the Effective Time (including incorporated documents) in whole or in part, without further liability and without impairment notwithstanding the obtaining of its remedies, effective upon delivery of written notice to owner, under any of the following conditions:Company Stockholder Approval): (a) If for any reason Grantee receives a payment under this Agreement by the mutual written consent of Company and does not use Grant Funds for Eligible CostsParent, duly authorized by each of the Company Board and the Parent Board; (b) If PHB’s PCEF funding is by either of Company or Parent: (i) if the Merger shall not continued at levels sufficient have been consummated on or prior to allow for delivery October 13, 2024 (as such date may be extended pursuant to the first proviso of full Grant funding this Section 7.01(b)(i), the “Outside Date”); provided, however however, that Grant Funds that if on such date the condition precedent to the consummation of the Merger set forth in Section 6.01(b) shall not have been disbursed for Eligible Uses as satisfied but all other conditions precedent to the consummation of the date Merger have been satisfied (or, in the case of termination conditions that by their terms are to be satisfied at the Closing, are capable of being satisfied on that date), then the Outside Date shall automatically be extended to November 12, 2024; provided, further, that the right to terminate this Agreement under this Section 7.01(b)(i) shall not be subject available to any Party if the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted breach by such Party of its representations and warranties set forth in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate this Agreement or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel failure of such Party to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement, has been a principal cause of or resulted in the failure of the Merger to be consummated on or prior to the Outside Date (it being understood that Parent and Merger Sub shall be deemed a single Party for purposes of the foregoing proviso); (ii) if any Order having the effect set forth in Section 6.01(c) shall be in effect and shall have become final and nonappealable; provided that the Party seeking to terminate this Agreement pursuant to this Section 7.01(b)(ii) shall have performed in all material respects its obligations under this Agreement and used reasonable best efforts to prevent the entry of and to remove such Order in accordance with its obligations under this Agreement; or (iii) if such failure remains uncured Company Stockholder Approval shall not have been obtained following a vote thereon having been taken at the Company Stockholders’ Meeting; (c) by Grantee for a period of thirty Parent: (30i) days after notice thereof if the Company shall have been given by Citybreached any of its representations or warranties or failed to perform any of its obligations or agreements set forth in this Agreement, which breach or if such default runs for failure to perform (A) would give rise to the failure of a period of ninety condition set forth in Section 6.02(a) or Section 6.02(b) and (90B) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured prior to the Outside Date, or if reasonably capable of being cured, shall not have commenced to have been cured within ninety thirty (9030) days following receipt by the Company of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 7.01(c)(i) and the basis for such termination (or in any lesser notice period event has not been cured by the Outside Date); provided by PHBthat Parent shall not have the right to terminate this Agreement pursuant to this Section 7.01(c)(i) if Parent or Merger Sub is then in material breach of any of its representations, PHB maywarranties, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, obligations or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowagreements hereunder; or (fii) If PHB determines that prior to receipt of the Company Stockholder Approval, if the Company Board shall have effected a Company Adverse Recommendation Change; (d) by the Company: (i) if Parent or Merger Sub shall have breached any representation, warranty, of its representations or covenant warranties or failed to perform any of Grantee its obligations or agreements set forth in this Agreement, whether which breach or failure to perform (A) would give rise to the failure of a condition set forth in whole Section 6.03(a) or Section 6.03(b) and (B) is not reasonably capable of being cured prior to the Outside Date, or if reasonably capable of being cured, shall not have commenced to have been cured within thirty (30) days following receipt by Parent or Merger Sub of written notice of such breach or failure to perform from the Company stating the Company’s intention to terminate this Agreement pursuant to this Section 7.01(d)(i) and the basis for such termination (or in partany event has not been cured by the Outside Date); provided that Company shall not have the right to terminate this Agreement pursuant to this Section 7.01(d)(i) if the Company is then in material breach of any of its representations, is materially false warranties, obligations or invalidagreements hereunder; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, prior to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any receipt of the foregoingCompany Stockholder Approval, in connection with entering into a Company Acquisition Agreement providing for a Superior Proposal; provided that, prior to or concurrently with such termination, the Company pays the amounts due under Section 7.03 in accordance with the terms thereof.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole or in partbe terminated, without further liability and without impairment of its remediesthe Merger contemplated hereby may be abandoned, effective upon delivery of written notice at any time prior to owner, under any of the following conditionsEffective Time: (a) If for any reason Grantee receives a payment under this Agreement By mutual written consent of Parent and does not use Grant Funds for Eligible CostsMerger Sub, on the one hand, and the Company, on the other hand; (b) If PHB’s PCEF funding is By any party if the Merger shall not continued at levels sufficient have been consummated prior to allow for delivery of full Grant funding June 30, 2011; provided, however however, that Grant Funds that such date may, from time to time, be extended by Parent or Merger Sub (by written notice thereof to the Company) in the event all conditions to effect the Merger other than those set forth in Section 7.1(b) and Section 7.1(c) (the “Regulatory Conditions”) have been disbursed for Eligible Uses or are capable of being satisfied at the time of each such extension (such date, as of it may be so extended, shall be referred to herein as the date of termination “Outside Date”); provided, further, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be subject available to any party whose failure to fulfill any obligation under this Agreement has been the repayment obligations pursuant cause of, or resulted in, the failure of the Merger to Section 7.1, belowoccur on or before such date; (c) If federal By either the Company, on the one hand, or state lawsParent or Merger Sub, regulationson the other hand, rules if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other requirements are modified action shall have become final and nonappealable (which order, decree, ruling or interpreted in such a way that other action the intended use of Grant funding for the Project is no longer allowable parties shall have used their reasonable best efforts to resist, resolve or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Programlift, as applicable); (d) On By either Parent or Merger Sub, on the occurrence one hand, or the Company, on the other hand, if the approval by the stockholders of a Delayed Construction Termination under Section 5.4the Company required for the consummation of the Merger or the other transactions contemplated hereby or thereby shall not have been obtained by reason of the failure to obtain the required vote at the Stockholders’ Meeting or at any adjournment thereof; (e) If Grantee breaches By Parent or fails Merger Sub if (i) the Board shall have failed upon Parent’s or Merger Sub’s request to timely perform any reconfirm its recommendation of its obligations under the Merger or this Agreement and if such failure remains uncured by Grantee for Agreement, (ii) a period of thirty (30) days after notice thereof Company Adverse Recommendation Change shall have been given announced, (iii) a Change of Recommendation shall have been announced, (iv) the Company shall have entered into an agreement related to a Superior Proposal or the Board shall have determined to recommend to the stockholders of the Company that they approve a Superior Proposal, (v) a tender offer or exchange offer is commenced (other than by City, Parent or if such default runs for a period Merger Sub or an Affiliate of ninety (90Parent or Merger Sub) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if successful, would result in any Person or group becoming a beneficial owner of 15% or more of the outstanding shares of the Company Common Stock and the Board fails to recommend that the stockholders of the Company not tender their shares in such tender or exchange offer, (vi) any Person (other than Parent or Merger Sub or an Event Affiliate of Default is not reasonably capable Parent or Merger Sub) or group becomes the beneficial owner of being cured within ninety 15% or more of the outstanding shares of Company Common Stock, (90vii) days for any reason the Company fails to call or any lesser notice period provided hold the Stockholders’ Meeting by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up Outside Date or (viii) the Company shall have furnished or caused to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosurebe furnished confidential information or data, or similar event engaged in negotiations or discussions with another Person in violation of Section 6.6; (f) By the Company in connection with the entry into an agreement with respect to a Superior Proposal as provided in Section 6.6(f); (g) By Parent or Merger Sub, if since the Project date of this Agreement, there shall have been any event, development or change of circumstance that constitutes, has had or could reasonably be expected to have, individually or in the Propertyaggregate, the correction period for the successor for an existing default a Company Material Adverse Effect or if (i)(A) there shall be no less breached any material covenant or agreement on the part of a party other than ninety Parent or Merger Sub set forth in this Agreement, (90B) days from the earlier any representation or warranty of the date the successor obtains control a party other than Parent or becomes the owner Merger Sub set forth in this Agreement that is qualified as to materiality or Material Adverse Effect shall have become untrue or (C) any representation or warranty of the Project. To the extent a party other than Parent or Merger Sub set forth in this Agreement that the Event of Default is not corrected so qualified shall have become untrue in any material respect, (ii) such breach or misrepresentation is not cured within five (5) Business Days after written notice thereof and (iii) such breach or misrepresentation would cause the above-described period including extensions, if any, granted by PHB, an Event of Default shall conditions set forth in Section 7.2(a) or Section 7.2(b) not to be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowsatisfied (a “Terminating Company Breach”); or (fh) If PHB determines that By the Company, if (i)(A) Parent or Merger Sub has breached any representation, warranty, material covenant or covenant agreement on the part of Grantee Parent or Merger Sub set forth in this Agreement, whether (B) any representation or warranty of Parent or Merger Sub that is qualified as to materiality or Material Adverse Effect shall have become untrue or (C) any representation or warranty of Parent or Merger Sub that is not so qualified shall have become untrue in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its propertyany material respect, (ii) admits in writing its inability, such breach or misrepresentation is generally unable, to pay its debts as they become due, not cured within five (5) Business Days after written notice thereof and (iii) makes such breach or misrepresentation would cause the conditions set forth in Section 7.3(a) or Section 7.3(b) not to be satisfied (a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect“Terminating Parent Breach”), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole or in part, without further liability be terminated and without impairment of its remedies, effective upon delivery of written notice the transactions contemplated hereby may be abandoned any time prior to owner, under any of the following conditionsClosing as follows: (a) If for at the election of either Purchaser or Seller at any time after March 2, 2007 (the "Outside Date"), if the Closing shall not have then occurred by the close of business on such date, provided that neither Purchaser nor Seller shall be entitled to terminate this Agreement on or after the Outside Date if the principal reason Grantee receives a payment the transactions contemplated hereby shall not have been consummated by such time is the willful and material breach by such party (or in the case of Purchaser, by Cyber Digital or Acquisition Sub) of any of its or their obligations under this Agreement and does not use Grant Funds for Eligible CostsAgreement; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery by mutual written consent of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, belowPurchaser and Seller; (c) If federal by either Purchaser or state lawsSeller, regulationsif there shall be in effect any applicable law or any final nonappealable order of a Governmental Authority of competent jurisdiction, rules in each case restraining, enjoining or other requirements are modified or interpreted in such a way otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the intended use of Grant funding for the Project parties hereto shall promptly appeal any adverse determination which is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Programnot nonappealable (and pursue such appeal with reasonable diligence); (d) On the occurrence by Purchaser, if (i) Purchaser is not then in material breach of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under representations, warranties, covenants or agreements contained in this Agreement Agreement, and (ii) any of the conditions set forth in Section 7.01 is incapable of fulfillment, or if the breach giving rise to the failure of any such failure remains uncured by Grantee for a period conditions to be satisfied is capable of being cured, such breach shall not have been cured within thirty (30) days after following receipt by Seller of written notice thereof shall have been given by City, or if of such default runs for a period of ninety (90) days breach from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowPurchaser; or (fe) If PHB determines that by Seller, if (x) Seller is not then in material breach of any representationof its representations, warrantywarranties, covenants or covenant of Grantee agreements contained in this Agreement, whether in whole or in part, is materially false or invalid; or and (gy) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingconditions set forth in Section 7.02 is incapable of fulfillment, or if the breach giving rise to the failure of any such conditions to be satisfied is capable of being cured, such breach shall not have been cured within thirty (30) days following receipt by Purchaser of written notice of such breach from Seller.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of be terminated by written notice by the terminating party to owner, under the other party at any of time prior to the following conditionsEffective Time: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible CostsMerger Sub on the one hand and the Company on the other hand; (b) If PHB’s PCEF funding is by either Parent or the Company: (i) if the shares of Company Common Stock tendered in the Offer shall not continued at levels sufficient to allow for delivery of full Grant funding have been purchased on or before July 31, 2006; provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement under this Section 8.01(b)(i) shall not be subject available to any party whose action or failure to act has been a principal cause of or resulted in the repayment obligations pursuant failure of the Merger to be consummated on or before such date; or (ii) if any Restraint having the effect set forth in Section 7.1, below7.01(b) hereof shall be in effect and shall have become final and nonappealable; (c) If federal by Parent if at any time prior to the purchase of the shares of Company Common Stock pursuant to the Offer: (i) the Company shall have breached or state lawsfailed to perform any of its representations, regulationswarranties, rules covenants or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified agreements set forth in this Assignment Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in paragraph (b)(ii) or (iii) of Annex I and (B) is not cured by the Company within 10 Business Days following receipt of written notice of such breach or failure to perform from Parent; (ii) there shall have been a breach in any material respect of the representation and warranty set forth in Section 3.08(b)(i) hereof; (iii) the Company shall have breached any of its obligations under Section 6.11(a) or (b) hereof; or (iv) any Third Party shall have become the beneficial owner of more than 15% of the outstanding Company Common Stock and the Company shall have terminated the Company Rights Agreement in connection therewith or taken any action to amend or modify the Company Rights Agreement to exempt such Third Party from the planned funding source(s) Company Rights Agreement or if PHB is determined by its legal counsel render it inapplicable to have lost the authority to administer the Programsuch Third Party; (d) On by the occurrence Company if at any time prior to the purchase of a Delayed Construction Termination under Section 5.4;the shares of Company Common Stock pursuant to the Offer: (ei) If Grantee breaches its Board of Directors determines in good faith, after considering the advice from outside legal Counsel to the Company, that it is required by its fiduciary duties under applicable Law in order to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal; provided that any termination of this Agreement pursuant to this Section 8.01(d)(i) shall not be effective until the Company has entered into a binding agreement with respect to such Superior Proposal; or (ii) if Parent or fails Merger Sub shall have breached or failed to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by Cityrepresentations, warranties, covenants or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee agreements set forth in this Agreement, whether in whole which breach or in part, is materially false failure to perform (A) would have a material adverse effect on Parent’s or invalid; or (g) If Grantee (i) applies for or consents Merger Sub’s ability to purchase the Company Common Stock tendered pursuant to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, Offer and (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (vB) is adjudicated a bankrupt not cured by Parent within 10 Business Days following receipt of written notice of such breach or insolvent, (vi) files a petition seeking failure to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under perform from the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingCompany.

Termination. PHB This Plan of Merger may terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice be terminated at any time prior to owner, under any the Effective Time of the following conditionsMerger, whether before or after approval of matters presented in connection with the Merger by the holders of Advantage Health Common Stock: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of HEALTHSOUTH, the Subsidiary and does not use Grant Funds for Eligible CostsAdvantage Health; (b) If PHB’s PCEF funding by either HEALTHSOUTH or Advantage Health: (i) if, upon a vote at a duly held meeting of stockholders or any adjournment thereof, any required approval of the holders of Advantage Health Common Stock shall not have been obtained; (ii) if the Merger shall not have been consummated on or before July 31, 1996, unless the failure to consummate the Merger is not continued at levels sufficient the result of a willful and material breach of this Plan of Merger by the party seeking to allow for delivery terminate this Plan of full Grant funding Merger; provided, however however, that Grant Funds that have been disbursed the passage of such period shall be tolled for Eligible Uses as of any part thereof (but not exceeding 60 days in the date of termination aggregate) during which any party shall not be subject to a non-final order, decree, ruling or action restraining, enjoining or otherwise prohibiting the repayment obligations pursuant consummation of the Merger or the calling or holding of a meeting of stockholders; (iii) if any court of competent jurisdiction or other governmental entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; (iv) in the event of a breach by the other party of any representation, warranty, covenant or other agreement contained in this Plan of Merger which (A) results in the failure of a condition set forth in Section 9.2(a) or (b) or Section 9.3(a) or (b), as applicable, and (B) cannot be or has not been cured within 30 days after the giving of written notice to Section 7.1the breaching party of such breach (a "Material Breach") (provided that the terminating party is not then in Material Breach of any representation, belowwarranty, covenant or other agreement contained in this Plan of Merger); (c) If federal by Advantage Health, if Advantage Health's Board of Directors shall have (i) determined, in the exercise of its fiduciary duties under applicable law, not to recommend the Merger to the holders of Advantage Health Shares or state lawsshall have withdrawn such recommendation or (ii) approved, regulations, rules recommended or endorsed any Alternative Transaction (as defined in Section 7.10) other requirements are modified than this Plan of Merger or interpreted in such a way that (iii) resolved to do any of the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program;foregoing; or (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches by either HEALTHSOUTH or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, thatAdvantage Health, if an Event of Default the condition set forth in Section 9.1(g)(i) is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided satisfied by PHBJanuary 12, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing1996.

Termination. PHB This Agreement may terminate be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any by the stockholders of the following conditionsCompany: (a) If for any reason Grantee receives a payment under this Agreement by mutual written agreement of Parent, Sub and does not use Grant Funds for Eligible Costs;the Company; or (b) If PHB’s PCEF funding by Parent or the Company, if: (i) the Merger shall not have been consummated on or before December 31, 2007; provided, however, that if the Merger has not been consummated by such date and the conditions set forth in Sections 6.1(b) and 6.2(d) have theretofore been satisfied or waived and this Agreement is not continued at levels sufficient to allow for delivery of full Grant funding then terminable by Parent under Section 7.1(c)(i) or the Company under Section 7.1(d)(i), the Outside Date will be February 28, 2008 (the “Outside Date”); provided, however however, that Grant Funds that neither Parent, on the one hand, nor the Company, on the other hand, shall be entitled to terminate this Agreement under this clause (b)(i) if such party’s (or, in the case of Parent, Parent’s or Sub’s) material breach of any of its representations, warranties or covenants in this Agreement proximately caused the Merger not to have been disbursed for Eligible Uses as consummated on or before such date; or (ii) a court of competent jurisdiction or other governmental authority shall have issued a final, non-appealable order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the Merger; provided that the party seeking to terminate this Agreement pursuant to this clause (b)(ii) shall have complied in all material respects with its obligations in Section 5.6; or (iii) (A) this Agreement shall not have been adopted by the Company’s stockholders by reason of the date failure to obtain the requisite vote at the Company Stockholders Meeting or (B) the issuance of termination Parent Common Stock pursuant to the Merger shall not be subject have been approved by the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to the repayment obligations pursuant to Section 7.1, below;vote thereon; or (c) If federal by Parent if: (i) the Company shall have materially breached or state lawsmaterially failed to perform any of its representations, regulations, rules warranties or other requirements are modified or interpreted covenants in this Agreement such a way that the intended use conditions set forth in Section 6.2(a) or 6.2(b) are not capable of Grant funding for being satisfied, and such breach or failure to perform shall not have been cured prior to the Project earlier of (A) 30 days following notice of such breach or failure to the Company and (B) the Outside Date; provided that Parent shall have no right to terminate this Agreement pursuant to this clause (c)(i) if Parent or Sub is no longer allowable then in material breach or appropriate has materially failed to perform any of its representations, warranties or the Project is no longer eligible for the Grant funding identified covenants in this Assignment from Agreement; or (ii) prior to obtaining the planned funding source(s) or if PHB is determined by its legal counsel to Company Stockholder Approval, the Company Board of Directors shall have lost effected a Change in the authority to administer the Program;Company Recommendation; or (d) On by the occurrence of a Delayed Construction Termination under Section 5.4;Company, if: (ei) If Grantee breaches Parent or fails Sub shall have materially breached or materially failed to timely perform any of their representations, warranties or covenants in this Agreement such that the conditions set forth in Section 6.3(a) or 6.3(b) are not capable of being satisfied, and such breach or failure to perform shall not have been cured prior to the earlier of (A) 30 days following notice of such breach or failure to Parent and (B) the Outside Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this clause (d)(i) if the Company is then in material breach or has materially failed to perform any of its obligations under representations, warranties or covenants in this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowAgreement; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits prior to obtaining the Company Stockholder Approval, the Company Board of Directors shall have effected a Change in writing its inabilitythe Company Recommendation pursuant to Section 5.3(b)(ii)(B) and authorized the Company to enter into a binding definitive agreement in respect of such Superior Proposal; provided, or is generally unablehowever, that such termination under this clause (d)(ii) shall not be effective until the Company has made payment to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any Parent of the foregoingCompany Termination Fee pursuant to Section 7.3(a).

Termination. PHB This ESA may terminate be terminated at any time upon written notice: a) by the Municipality, or the Competitive Supplier, if the other Party fails to remedy or cure any breach of any material provision or condition of this Agreement ESA (including incorporated documentsincluding, but not limited to, Article 2.5 and Article 9), but excluding the failure to provide or arrange for Firm Full-Requirements Power Supply, which is addressed in Article 4.2(d)), within sixty (60) days following written notice to do so by the non-breaching party; or b) by the Municipality, or the Competitive Supplier, if any material provision or condition of this ESA be finally adjudged invalid by any court of competent jurisdiction, or if PSC exercises any lawful jurisdiction so as to invalidate or disapprove this ESA in whole or in significant part; or c) by the Municipality, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditions: (a) If for any reason Grantee receives if a payment under this Agreement and does not use Grant Funds for Eligible Costs; (b) If PHB’s PCEF funding Regulatory Event that is not continued at levels sufficient a Qualifying Regulatory Event affects the Competitive Supplier and Competitive Supplier incurs costs and chooses to allow for delivery of full Grant funding providedallocate and collect excess costs from Participating Consumers; or d) by the Municipality, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1if a court, below; (c) If federal or state laws, regulations, rules PSC or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel lawful authority adjudicates contrary to have lost the authority to administer the Program;Article 6; or (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches by the Municipality, i) if an order is entered against the Competitive Supplier approving a petition for an arrangement, liquidation, dissolution or fails similar relief relating to timely perform any of its obligations under this Agreement Bankruptcy or insolvency and if such failure order remains uncured by Grantee unvacated for a period of thirty (30) days after notice thereof days; or (ii) immediately if the Competitive Supplier shall have been given by Cityfile a voluntary petition in Bankruptcy or any petition or answer seeking any arrangement, liquidation or dissolution relating to Bankruptcy, insolvency or other relief for debtors or shall seek, consent to, or if such default runs acquiesce in appointment of any trustee, receiver, or liquidation of any of Competitive Supplier’s property; or f) notwithstanding the foregoing, the failure of Competitive Supplier to provide or arrange for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” Firm Full-Requirements Power Supply to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, howeverParticipating Consumers, in the absence of Force Majeure or the Municipality's failure to perform, shall constitute an act of default, and the Municipality may terminate this ESA upon giving written notice and without a cure period. In the event the Competitive Supplier has performed its obligations hereunder and its failure to arrange for or provide Firm Full-Requirements Power Supply is a direct result of a foreclosureactions or non-actions by any transmission service provider, deed in lieu of foreclosurethe Distribution Utility, or similar event with respect to the Project or the PropertyNYISO, the correction period for the successor for an existing default Competitive Supplier’s failure shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur be an act of immediate default and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, would be subject to remedy or covenant of Grantee cure as provided in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectArticle 4.2(a), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB 13.1. Either party may terminate this Agreement (including incorporated documents) in whole upon not less than 90 calendar days prior Notice to the other party stating such party’s intention to terminate this Agreement. 13.2. Upon termination, any outstanding Licence Fees or in part, without further liability IT Infrastructure Fees shall become immediately due and without impairment any Licence Fees or IT Infrastructure Fees already paid shall not be refunded to the Licensee. 13.3. Where the Licensee fails to perform any of its remediesobligations set out in this Agreement, effective upon delivery of written notice the Licensor reserves the right to owner, under any of immediately terminate the following conditionsLicence with Notice to the Licensee. 13.4. Either party may terminate this Agreement having immediate effect by Notice to the other party if the other party: (a) If for breaches any reason Grantee receives a payment under provision of this Agreement and does not use Grant Funds for Eligible Costs;fails to remedy the breach within Fourteen (14) days of receiving Notice requiring it to do so; and/or (b) If PHB’s PCEF funding is not continued at levels sufficient wound up, has an administrator appointed to allow for delivery it, a receiver appointed to any of full Grant funding providedits assets, however that Grant Funds that have been disbursed for Eligible Uses as enters into any arrangement, assignment or composition with any of the date its creditors or any of termination shall not be subject to the repayment obligations pursuant to Section 7.1, below;them or becomes insolvent; and/or (c) If federal ceases to carry on its business or state lawswhere there is any effective change in the control of or ownership of that business. 13.5. Subject to Clause 13.6, regulations, rules or other requirements are modified or interpreted in such a way on termination the parties agree that all rights granted to the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations Licensee under this Agreement shall cease immediately and if such failure remains uncured the Licensee shall return all Software and Materials provided under this Agreement. If requested by Grantee for a period of thirty (30) days after notice thereof the Licensor, the Licensee shall provide Notice to the Licensor stating that the Software and Materials have been given returned, destroyed or otherwise dealt with as the case may be as directed by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the PropertyLicensor. 13.6. Following termination, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent parties agree that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or provisions set out in Clauses 5 (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectCONFIDENTIAL INFORMATION), 7 (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effectLICENSOR REPRESENTATIONS & WARRANTIES), or 8 (viiiLICENSEE WARRANTIES, OBLIGATIONS & ACKNOWLEDGEMENTS), and 9 (LIMITATION OF LIABILITY) takes any action for the purpose of effecting any of the foregoingshall continue to be binding.

Termination. PHB (a) This Agreement may be terminated on or prior to the Closing Date only as follows: (i) by mutual written consent of Buyers and Seller; (ii) by either Seller or Buyers, if any Governmental Entity that must grant a Regulatory Approval to complete the transactions contemplated hereby has denied approval thereof and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Agreement; (iii) by either Seller or Buyers, if the Closing Date shall not have occurred on or before the day that is 120 days after the date of this Agreement (the “End Date”); provided, that in the event that as of the End Date, any condition set forth in Section 6.1 or in Section 6.2 has not been satisfied, the Termination Date may be extended from time to time by Buyers one or more times to a date not beyond three months from the End Date (such later date, the “Termination Date”); provided, that the right to terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice pursuant to owner, under this section shall not be available to any party if the failure of the following conditions: (a) If for any reason Grantee receives a payment under Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and does not use Grant Funds for Eligible Costsagreements of such party set forth in this Agreement; (biv) If PHB’s PCEF funding by either Seller or Buyers (provided that the terminating party is not continued at levels sufficient to allow for delivery then in material breach of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, covenant or covenant other agreement contained herein), if there shall have been a breach of Grantee any of the covenants or agreements or any of the representations or warranties set forth in this AgreementAgreement on the part of Seller, whether in whole the case of a termination by Buyers, or Buyers, in the case of a termination by Seller, which breach, either individually or in partthe aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 6.2 or 6.3, as the case may be, and which is materially false not cured within 30 days following written notice to the party committing such breach or invalidby its nature or timing cannot be cured within such time period; or (gv) If Grantee (i) applies for by Buyers if the Rehabilitation Court or consents any insurance regulatory authority imposes any material limits on the ability of the Companies to issue policies to the appointment ofextent they were permitted to do so prior to November 24, 2008 or otherwise on their ability to operate their business in the taking of possession by, ordinary course in a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, manner materially adverse to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent,Buyers. (vib) files The termination of this Agreement shall be effectuated by the delivery of a petition seeking written notice of such termination from the party terminating this Agreement to take advantage of any the other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingparty.

Termination. PHB This Agreement may terminate this Agreement be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time (including incorporated documents) in whole whether before or in partafter the Company Stockholder Approval shall have been obtained, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditions:if applicable): (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding is by either Parent or the Company: (i) if the Acceptance Time shall not continued at levels sufficient to allow for have occurred on or before January 17, 2012 (as it may be extended as set forth below, the “Outside Date”); provided, however, that if as of January 17, 2012, the Regulatory Conditions (as defined in Exhibit A) are not satisfied but all of the other Tender Offer Conditions shall have been satisfied or waived (other than the Minimum Condition and the delivery of full Grant funding providedthe certificates referenced in clause (5) of Exhibit A, however which certificates only need to be capable of being delivered) and the Regulatory Conditions remain capable of being satisfied or waived, then the Outside Date may be extended until March 17, 2012 at the election of Parent or the Company by written notice to the other Party; provided further that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement pursuant to this Section 9.01(b)(i) shall not be subject available to any Party whose breach of any provision of this Agreement results in the repayment obligations failure of the Offer to be consummated at such time; or (ii) if (A) CFIUS has recommended that the President prohibit the transactions contemplated by this Agreement and the President has taken action in accordance with such recommendation pursuant to Section 7.1721 or (B) a Governmental Entity of competent jurisdiction has enacted, belowissued, promulgated, enforced or entered any final and non-appealable Restraining Order or shall have imposed or required, by any final and non-appealable action, any condition or restriction in connection with obtaining any Order necessary to satisfy the Regulatory Conditions, which conditions or restrictions result, individually or in the aggregate, in any Adverse Regulatory Effect; (c) If federal by Parent, prior to (but not after) the Acceptance Time, if the Company shall have breached or state lawsfailed to comply with any of its covenants or agreements set forth herein or any of its representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, regulationswhich breach, rules failure to perform or other requirements are modified untruth (A) would give rise to a failure of any Tender Offer Condition to be satisfied (assuming, in the case of any untruth, that such subsequent date was the Expiration Date) and (B) is not capable of being cured prior to the Outside Date or, if capable of being cured, shall not have been cured by the Company by the earlier of (x) the Outside Date and (y) the 30th calendar day following receipt of written notice of such breach, failure to perform or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment untruth from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the ProgramParent; (d) On by the occurrence Company, prior to (but not after) the Acceptance Time, if Parent or Merger Sub shall have breached or failed to comply with any of its covenants or agreements set forth herein or any of its representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, failure to perform (i) would give rise to a Delayed Construction Termination under Section 5.4Parent Material Adverse Effect (assuming, in the case of any untruth, that such subsequent date was the Expiration Date) and (ii) is not capable of being cured prior to the Outside Date or, if capable of being cured, shall not have been cured by Parent or Merger Sub, as applicable, by the earlier of (A) the Outside Date and (B) the 30th calendar day following receipt of written notice of such breach, failure to perform or untruth from the Company; (e) If Grantee breaches or by the Company, if Merger Sub fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by Citycommence the Offer on or prior to July 28, 2011 or if such default runs for a period Merger Sub fails to consummate the Offer in accordance with the terms of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; orthis Agreement; (f) If PHB determines by Parent prior to (but not after) the Acceptance Time, if (i) the Company Board has made an Adverse Recommendation Change, (ii) the Company Board shall have failed to publicly reaffirm the Company Recommendation (it being agreed and understood that for purposes of this Section 9.01(f) a public statement of the type contemplated by clause (2) of the proviso to clause (i) of Section 7.03(b) shall be considered a public reaffirmation of the Company Recommendation) within 10 business days after receipt of a written request by Parent to provide such reaffirmation following the public announcement of a Takeover Proposal or a Takeover Proposal otherwise becoming publicly known (which request may only be made once with respect to any representationsuch Takeover Proposal), warranty(iii) the Company shall have failed to include in the Schedule 14D-9 when mailed the Company Recommendation, (iv) the Company shall have intentionally and materially breached its obligations under Section 7.03 or covenant (v) a tender offer or exchange offer for the Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Grantee Parent) and the Company Board recommends that the Company’s stockholders tender their Shares into such tender or exchange offer or, within 10 business days (calculated as set forth in this AgreementRule 14d-1(g)(3) under the Exchange Act) from the date of the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act, whether in whole or in part, is materially false or invalidthe Company Board fails to make an unqualified recommendation that its stockholders not tender their Shares into such offer; or (g) If Grantee by the Company, prior to (but not after) the Acceptance Time, if (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of Company has not breached its propertyobligations under Section 7.03 in any material respect, (ii) admits in writing its inabilitythe Company Board authorizes the Company, or is generally unablesubject to complying with the terms of this Agreement, to pay its debts as they become dueenter into a binding definitive Alternative Acquisition Agreement providing for a Superior Proposal, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under Company prior to or concurrently with such termination pays to Parent in immediately available funds the federal Bankruptcy Code Termination Fee (as now or hereafter defined in effectSection 9.02(b), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.and

Termination. PHB may terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditions: (a) If for any reason Grantee receives a payment under this This Agreement shall terminate and does be of no further force or effect as to an Original Stockholder (and not use Grant Funds for Eligible Costs;as to the Company and the M/C Stockholders) at such time as the Third Amended and Restated November 1998 Stockholders' Agreement shall terminate and be of no further force or effect with respect to such Original Stockholder. (b) If PHB’s PCEF funding is (i) during any Annual Period the Board of Directors has not continued at levels sufficient provided the M/C Stockholders a reasonable opportunity to allow for delivery Transfer shares of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses Class A Common Stock pursuant to the registration of such shares under the Securities Act pursuant to Section 3.2 in an aggregate amount equal to not less than fifteen percent (15%) of the total number of shares of Class A Common Stock beneficially owned by the M/C Stockholders as of the date Effective Time in connection with the consummation of termination shall not be the Merger, subject to appropriate and proportionate adjustment as a result of the repayment obligations Stock Split and subject to adjustment pursuant to Section 7.15.1 or (ii) the Third Amended and Restated November 1998 Stockholders' Agreement has been terminated by all parties thereto, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that then the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under M/C Stockholders may terminate this Agreement by providing written notice of termination to the Company and if such failure remains uncured by Grantee for a period the Original Stockholders (x) in the case of clause (b)(i) above, no later than thirty (30) days after notice thereof shall have been given by City, or if following the end of such default runs for a period of ninety Annual Period and (90y) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event case of a foreclosureclause (b)(ii) above, deed in lieu at any time following such termination, such that all rights and obligations hereunder shall cease, and this Agreement shall be of foreclosureno further force or effect. (c) Unless otherwise previously terminated by the M/C Stockholders pursuant to Section 5.8(b), or similar event this Agreement shall terminate on the Expiration Date. (d) This Agreement is hereby terminated with respect to each of the Project Other CCI Shareholders, such that all rights and obligations hereunder shall cease, and this Agreement shall be of no further force or effect, with respect to each of the PropertyOther CCI Shareholders. (e) For purposes of this Section 5.8, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default M/C Stockholders shall be deemed to occur be a single stockholder of the Company, the McLeods shall be deemed to be a single Original Stockholder of the Company, ▇▇▇▇▇▇▇ and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, the Principal CCI Shareholders shall be deemed to pay its debts as they become due, (iii) makes be a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any single Original Stockholder of the foregoingCompany, and the AEC Entities shall be deemed to be a single Original Stockholder of the Company.

Termination. PHB This Agreement may terminate this Agreement be terminated at any time prior to the Effective Time, whether before or (including incorporated documentsother than pursuant to clauses (d) in whole and (g) below) after the Entergy Shareholder Approval or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditionsFPL Shareholder Approval: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of FPL and does not use Grant Funds for Eligible CostsEntergy; (b) If PHB’s PCEF funding is by either FPL or Entergy: (i) if the Mergers shall not continued at levels sufficient to allow for delivery of full Grant funding have been consummated by April 30, 2002 (the "Initial Termination Date"); provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement pursuant to this Section 7.01(b)(i) shall not be subject available to the repayment obligations pursuant any party whose failure to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement results in the failure of the Mergers to be consummated by such time; and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by Cityprovided, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; howeverfurther, that, if an Event of Default is on the Initial Termination Date the conditions to the Closing set forth in Sections 6.02(d) and/or 6.03(d) shall not reasonably have been fulfilled but all other conditions to the Closing shall have been fulfilled or shall be capable of being cured within ninety fulfilled, then the Initial Termination Date shall be extended to October 31, 2002; (90ii) days if the Entergy Shareholder Approval shall not have been obtained at an Entergy Shareholders Meeting duly convened therefor or at any lesser notice period adjournment or postponement thereof; (iii) if the FPL Shareholder Approval shall not have been obtained at an FPL Shareholders Meeting duly convened therefor or at any adjournment or postponement thereof; (iv) if any Restraint having any of the effects set forth in Section 6.01(b) shall be in effect and shall have become final and nonappealable; provided by PHBthat the party seeking to terminate this Agreement pursuant to this Section 7.01(b)(iv) shall have used its reasonable best efforts to prevent the entry of and to remove such Restraint; or (v) if any condition to the obligation of such party to consummate the FPL Merger or the Entergy Merger, PHB mayas applicable, set forth in Section 6.02 (in the case of FPL) or in Section 6.03 (in the case of Entergy) becomes incapable of satisfaction prior to the Initial Termination Date (or, if the Initial Termination Date is extended in accordance with the second proviso to Section 7.01(b)(i), such date as extended); provided, however, in its commercially reasonable discretionthe case of Section 6.02(d) and 6.03(d), extend the correction period for up Initial Termination Date shall refer to six (6) monthssuch date as it may be extended pursuant to the second proviso to Section 7.01(b)(i); and provided further, howeverthat the failure of any such condition to be capable of satisfaction is not the result of a material breach of this Agreement by the party seeking to terminate this Agreement. (c) by FPL, if Entergy shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.02(a) or (b), and (B) is incapable of being cured by Entergy or is not cured by Entergy within 30 days following receipt of written notice from FPL of such breach or failure to perform; (d) by FPL in accordance with Section 4.03(b); provided that, in order for the event termination of this Agreement pursuant to this paragraph (d) to be deemed effective, FPL shall have complied with Section 4.03 and with applicable requirements, including the payment of the Termination Fee, of Section 5.09; (e) by FPL, if Entergy or any of its directors or officers shall participate in discussions or negotiations in breach (other than in immaterial respects) of Section 4.04; (f) by Entergy, if FPL shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a foreclosurecondition set forth in Section 6.03(a) or (b), deed and (B) is incapable of being cured by FPL or is not cured by FPL within 30 days following receipt of written notice from Entergy of such breach or failure to perform; (g) by Entergy in lieu accordance with Section 4.04(b); provided that, in order for the termination of foreclosurethis Agreement pursuant to this paragraph (g) to be deemed effective, Entergy shall have complied with Section 4.04 and with applicable requirements, including the payment of the Termination Fee, of Section 5.09; (h) by Entergy, if FPL or any of its directors or officers shall participate in discussions or negotiations in breach (other than in immaterial respects) of Section 4.03; (i) by FPL, if the Board of Directors of Entergy (or any committee thereof) (i) shall have withdrawn or modified, or similar event with respect proposed publicly to withdraw or modify, the Project approval or recommendation by such Board of Directors of this Agreement or the PropertyEntergy Merger, (ii) shall fail to reaffirm such approval or recommendation within 10 business days of receipt of FPL's written request at any time when an Entergy Takeover Proposal shall have been made and not rejected by the correction period for the successor for an existing default Board of Directors of Entergy or (iii) shall be no less than ninety (90) days from the earlier of the date the successor obtains control have approved or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensionsrecommended, if any, granted by PHBor proposed to approve or recommend, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowEntergy Takeover Proposal; or (fj) If PHB determines that by Entergy, if the Board of Directors of FPL (or any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (gcommittee thereof) If Grantee (i) applies for shall have withdrawn or consents to the appointment ofmodified, or proposed publicly to withdraw or modify, the taking approval or recommendation by such Board of possession by, a receiver, custodian, trustee, Directors of this Agreement or liquidator of itself or all or substantially all of its propertythe FPL Merger, (ii) admits in writing its inability, shall fail to reaffirm such approval or is generally unable, to pay its debts as they become due, recommendation within 10 business days of receipt of Entergy's written request at any time when an FPL Takeover Proposal shall have been made and not rejected by the Board of Directors of FPL or (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now shall have approved or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-uprecommended, or composition proposed to approve or adjustment of debtsrecommend, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingFPL Takeover Proposal.

Termination. PHB This Agreement may terminate be terminated at any time prior to the Effective Time (with respect to Sections 8.1(b) through 8.1(e), by written notice by the terminating party to the other party), whether before or after approval of this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditionsMerger by the Shareholders: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Company and does not use Grant Funds for Eligible Costs;Parent; or (b) If PHB’s PCEF funding is by either Company or Parent if the Offer Completion shall not continued at levels sufficient have occurred by August 4, 2000 (the "OUTSIDE DATE"); PROVIDED, HOWEVER, that the right to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination terminate this Agreement under this Section 8.1(b) shall not be subject available to a party if such party's failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Offer Completion to occur on or before such date, and provided further that Parent may not terminate this Agreement pursuant to this Section 8.1(b) unless the failure of the Offer Completion to occur prior to the repayment obligations pursuant Outside Date resulted from the failure of an Offer Condition to Section 7.1, below;be satisfied; or (c) If federal by either Company or state laws, regulations, rules Parent if a court of competent jurisdiction or other requirements are modified Governmental Entity shall have issued a nonappealable final order, decree or interpreted ruling or taken any other nonappealable final action, in such a way that each case having the intended use effect of Grant funding for permanently restraining, enjoining or otherwise prohibiting the Project is no longer allowable or appropriate consummation of the Offer or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program;Merger; or (d) On by Company or Parent, if (i) the occurrence Company Board or the Special Committee, in the exercise of its fiduciary duties, in good faith after consultation with its legal advisors, shall have withdrawn or modified, in any manner adverse to Parent as reasonably determined by Parent, its recommendation of this Agreement, the Offer or the Merger prior to the Offer Completion; (ii) the Company Board or the Special Committee, in the good faith exercise of its fiduciary duties, after consultation with its legal advisors, shall have recommended to the Shareholders an Alternative Transaction (as defined in Section 8.3(d)) prior to the Offer Completion; PROVIDED, HOWEVER, Company shall not terminate this Agreement pursuant to this Section 8.1(d)(ii) and enter into a definitive agreement for such Alternative Transaction until the expiration of five business days following Parent's receipt of written notice advising Parent that Company has received a proposal for an Alternative Transaction, which notice shall specify the material terms and conditions of such proposal (including a copy thereof), identify the Person making such proposal and state whether Company intends to enter into a definitive agreement for such Alternative Transaction; AND FURTHER PROVIDED Company shall have afforded a reasonable opportunity within such five business day period to Parent after delivering such notice to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board or the Special Committee to maintain its recommendation of this Agreement, the Offer and the Merger to the Shareholders and enable Company to proceed with the Merger on such adjusted terms; (iii) a tender offer or exchange offer for 35% or more of the outstanding shares of Company Common Stock is commenced (other than by Parent or an affiliate of Parent) and the Company Board or the Special Committee recommends, prior to the Offer Completion, that the Shareholders tender their shares in such tender or exchange offer; or (iv) the Offer expires or is terminated or withdrawn pursuant to its terms as a result of the failure of any of the Offer Conditions to be satisfied or waived prior to the Expiration Date (provided that neither Parent nor Purchaser may terminate this Agreement pursuant to this Section 8.1(d)(iv) if such Offer Conditions are not satisfied as a result of a Delayed Construction Termination breach by Parent or Purchaser of obligations of Parent or Purchaser under Section 5.4this Agreement); (e) If Grantee breaches by Company or fails Parent at any time prior to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, thatOffer Completion, if an Event there has been a breach of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, covenant or covenant agreement on the part of Grantee the other party set forth in this Agreement, whether in whole or in partwhich breach would impair the ability of the breaching party to consummate the transactions contemplated by this Agreement or, if the breach is materially false or invalidby Company, would have a Company Material Adverse Effect, and which shall not have been cured within fifteen days following receipt by the breaching party of written notice of such breach from the other party; or (g) If Grantee (i) applies for or consents PROVIDED, HOWEVER, to the appointment ofextent that any such representation, warranty, covenant or the taking agreement of possession byCompany is qualified as to materiality, a receiversuch representation, custodianwarranty, trustee, covenant or liquidator agreement by Company shall not be deemed to be so qualified for purposes of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingthis subsection.

Termination. PHB This Agreement may terminate be terminated at any time prior to the Effective Time, whether before or after approval of this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any the Merger by the stockholders of the following conditionsCompany or Sub: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Costs;the Company (b) If PHB’s PCEF funding by either of Parent or the Company: (i) if the Offer shall have expired or been terminated in accordance with the terms of this Agreement without Parent or Sub having accepted for payment any Shares pursuant to the Offer, unless the failure to consummate the Offer is the result of a willful and material breach of this Agreement by the party seeking to terminate this Agreement; (ii) if the Offer shall not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses consummated on or before August 31, 2001 (the "Outside Date"), unless the failure to consummate the Offer is the result of a willful and material breach of this Agreement by the party seeking to terminate this Agreement; (iii) if the Merger shall not have been consummated as a result of any condition thereto in Article VIII being incapable of being satisfied; or (iv) if any statute, rule, regulation, injunction or decree having the effects set forth in subclause (a) or (b) of clause (3) of Exhibit A shall be in effect and shall have become final and nonappealable; or (c) by Parent, upon the occurrence of the Trigger Event described in Section 7.5(a)(ii) hereof; (d) by the Company, if the Company makes a Subsequent Determination in material compliance with Section 6.2 hereof and pursuant to the provisions of Section 6.6 hereof, provided the Company has paid or concurrently pays Parent the sums (including providing Parent with an undertaking confirming the Company's obligation to reimburse expenses as required by Section 7.5) required by Section 7.5(a) hereof; or (e) by the Company (i) if Sub or Parent shall have breached in any material respect any of their respective covenants, obligations or other agreements under this Agreement, or (ii) if the representations and warranties of Parent and Sub set forth in this Agreement that are qualified as to materiality shall not be true and correct as of the date of the Agreement and as of the expiration of the date of termination of this Agreement (except to the extent expressly made as of an earlier date, in which case as of such date), or any of the representations and warranties set forth in the Agreement that are not so qualified by materiality shall not be true and correct in any material respect as of the date of this Agreement and as of the date of termination of this Agreement (except to the extent expressly made as of an earlier date, in which case as of such date); provided that this right of termination shall not be subject deemed to exist unless any such breaches of representation or warranty (without regard to any "Materiality" or "Material Adverse Effect" or similar qualifier or threshold), individually or in the repayment obligations pursuant aggregate, has had or could reasonably be expected to Section 7.1have, below; (c) If federal or state lawsa Material Adverse Effect on the Parent; provided, regulations, rules or other requirements are modified or interpreted in such a way further that the intended use breach of Grant funding for the Project covenant, obligation, agreement, representation or warranty is no longer allowable incapable of being or appropriate has not been cured by Parent or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) Sub prior to or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from on the date Grantee should, with due diligence, have discovered which is 10 calendar days immediately following written notice by the Company to Parent of such default, then City may declare an “Event of Default” breach or failure to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; orperform. (f) If PHB determines that by Parent (i) if the Company shall have breached in any representationmaterial respect any of its covenants, warranty, obligations or covenant of Grantee in other agreements under this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits if the representations and warranties of the Company set forth in writing its inabilitythis Agreement that are qualified as to materiality shall not be true and correct as of the date of the Agreement and as of the expiration of the date of termination of this Agreement (except to the extent expressly made as of an earlier date, or is generally unable, to pay its debts in which case as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effectsuch date), or (viii) takes any action for the purpose of effecting any of the foregoingrepresentations and warranties set forth in the Agreement that are not so qualified by materiality shall not be true and correct in any material respect as of the date of this Agreement and as of the date of termination of this Agreement (except to the extent expressly made as of an earlier date, in which case as of such date); provided that this right of termination shall not be deemed to exist unless any such breaches of representation or warranty (without regard to any "Materiality" or "Material Adverse Effect" or similar qualifier or threshold), individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect on the Company; provided, further that the breach of the covenant, obligation, agreement, representation or warranty is incapable of being or has not been cured by the Company prior to or on the date which is 10 calendar days immediately following written notice by Parent to the Company of such breach or failure to perform.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice be terminated prior to owner, under any of the following conditionsEffective Time: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding is by either Parent or the Company if the Merger shall not continued at levels sufficient to allow for delivery have been consummated by the four-month anniversary of full Grant funding the date hereof (the “End Date”); provided, however however, that Grant Funds that a party shall not be permitted to terminate this Agreement pursuant to this Subsection (b) if the failure to consummate the Merger by the End Date is attributable to a failure on the part of such party to perform any covenant or obligation in this Agreement required to be performed by such party at or prior to the Effective Time; (c) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have been disbursed for Eligible Uses issued a final and non-appealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (d) by Parent or the Company if a Parent Triggering Event shall have occurred; (e) by Parent if: (i) any of the Company’s representations and warranties contained in this Agreement shall be inaccurate as of the date of termination shall this Agreement such that the condition set forth in Section 6.1(a) or the condition set forth in Section 6.1(b) would not be subject satisfied, or shall have become inaccurate as of a date subsequent to the repayment obligations pursuant to Section 7.1, below; date of this Agreement (cas if made on such subsequent date) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate condition set forth in Section 6.1(a) or the Project is no longer eligible for condition set forth in Section 6.1(b) would not be satisfied; or (ii) any of the Grant funding identified Company’s covenants or obligations contained in this Assignment from Agreement shall have been breached such that the planned funding source(scondition set forth in Section 6.2 would not be satisfied; provided, however, that, for purposes of clauses (i) and (ii) above, if an inaccuracy in any of the Company’s representations and warranties (as of the date of this Agreement or as of a date subsequent to the date of this Agreement) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence a breach of a Delayed Construction Termination covenant or obligation by the Company is curable by the Company by the End Date and the Company is continuing to exercise its reasonable best efforts to cure such inaccuracy or breach, then Parent may not terminate this Agreement under this Section 5.4; (e) If Grantee breaches on account of such inaccuracy or fails to timely perform any of its obligations under this Agreement and if breach unless such failure remains inaccuracy or breach shall remain uncured by Grantee for a period of thirty (30) 30 days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from commencing on the date Grantee should, with due diligence, have discovered that Parent gives the Company notice of such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days inaccuracy or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowbreach; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee by the Company if: (i) applies for any of Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement such that the condition set forth in Section 7.1(a) or consents the condition set forth in Section 7.1(b) would not be satisfied, or shall have become inaccurate as of a date subsequent to the appointment of, date of this Agreement (as if made on such subsequent date) such that the condition set forth in Section 7.1(a) or the taking of possession by, a receiver, custodian, trustee, condition set forth in Section 7.1(b) would not be satisfied; or liquidator of itself or all or substantially all of its property, (ii) admits any of Parent’s covenants or obligations contained in writing its inabilitythis Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, or is generally unablehowever, to pay its debts as they become duethat, for purposes of clauses (iiii) makes a general assignment for the benefit and (ii) above, if an inaccuracy in any of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code Parent’s representations and warranties (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingdate of this Agreement or as of a date subsequent to the date of this Agreement) or a breach of a covenant or obligation by Parent is curable by Parent by the End Date and Parent is continuing to exercise its reasonable best efforts to cure such inaccuracy or breach, then the Company may not terminate this Agreement under this paragraph (f) on account of such inaccuracy or breach unless such inaccuracy or breach shall remain uncured for a period of 30 days commencing on the date that the Company gives Parent notice of such inaccuracy or breach.

Termination. PHB may terminate Subject to Section 1.3(c), this Agreement (including incorporated documents) in whole or in part, without further liability may be terminated and without impairment of its remedies, effective upon delivery of written notice the Offer and the Merger may be abandoned at any time prior to owner, under any of the following conditionsEffective Time: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding by either the Parent or the Company: (i) if the Offer Closing shall not have occurred by June 30, 2014 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be available to any party whose failure to fulfill any covenant or agreement contained in this Agreement has been a principal cause of, or resulted in, the failure of the Offer Closing to have occurred on or by such date; provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be available to Merger Sub or Parent if (A) any court of competent jurisdiction or other Governmental Entity shall have issued an Order or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such issuance or injunction is a principal cause of the Offer Closing not occurring prior to the Outside Date, (B) the actions in clause (A) were related to securityholder Litigation related to this Agreement, the Offer, the Merger or the other transactions contemplated hereby; and (C) Parent was provided an opportunity to consent to an offer of settlement of such securityholder Litigation which would have avoided the actions in clause (A), but Parent did not provide such consent; or (ii) if any Judgment having any of the effects set forth in Section 7.1(a) shall be in effect and shall have become final and nonappealable; (c) prior to the Offer Closing, by Parent, if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in clauses (v) or (vi) of Exhibit A and (ii) has not been waived by Parent and is incapable of being cured, or is not continued cured, by the Company within 30 calendar days following receipt of written notice of such breach or failure to perform from Parent; (d) by Parent: (i) at levels sufficient any time prior to allow the Offer Closing, upon a Company Adverse Recommendation Change; or (ii) if the Company Board fails to reaffirm publicly its recommendation to the Company’s stockholders to tender their shares of Company Common Stock in the Offer and to vote in favor of the Merger within seven days of Parent’s written request for delivery such reaffirmation; (e) prior to the Offer Closing by Parent, if the Company shall have materially breached any of full Grant funding providedthe provisions of Section 6.5; (f) prior to the Offer Closing by the Company, however if (i) Parent or Merger Sub shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in the representations and warranties of Parent and Merger Sub contained in this Agreement and in any certificate or other writing delivered by Parent or Merger Sub pursuant hereto that Grant Funds that have been disbursed for Eligible Uses are qualified by Parent Material Adverse Effect not being true and correct in all respects both as of the date of this Agreement and as of the Offer Closing Date as though made on and as of the Offer Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects on and as of such earlier date) or (B) the representations and warranties of Parent and Merger Sub in this Agreement and in any certificate or other writing delivered by Parent or Merger Sub pursuant hereto that are not so qualified not being true and correct both as of the date of this Agreement and as of the Offer Closing Date as though made on and as of the Offer Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except for such failure to be true and correct as have not or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; or (ii) Parent and Merger Sub shall not have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and in the case of either (i) or (ii) above, such breach or failure to perform is incapable of being cured, or is not cured, by Parent within 30 calendar days following receipt of written notice of such breach or failure to perform from the Company; (g) by the Company, at any time prior to Offer Closing, to accept and enter into a binding agreement with respect to a Superior Proposal; provided that for the termination of this Agreement pursuant to this subsection (g) to be effected, the Company shall have (x) complied with the provisions of Section 6.5(a), (y) the Company (or the Person submitting such Superior Proposal or one of its Affiliates) shall have paid the Company Termination Fee (as defined in Section 8.2(c)) and otherwise complied with its obligations under Section 8.2(c) and (z) the Company (or the Person submitting such Superior Proposal or one of its Affiliates) shall have repaid all amounts due under the Parent Loan and the Parent Operating Debt; (h) by the Company, if (1) Merger Sub fails to commence the Offer in violation of Section 1.1 hereof and such breach is not cured within 30 calendar days following receipt of written notice of such breach from the Company, (2) the Offer shall have expired or been terminated without Merger Sub having purchased any shares of Company Common Stock pursuant thereto or (3) Merger Sub, in violation of the terms of this Agreement, fails to accept for payment and to purchase validly tendered shares of Company Common Stock pursuant to the Offer; provided, that the right to terminate this Agreement pursuant to clause (2) of this Section 8.1(h) shall not be subject available if the Company’s failure to the repayment obligations pursuant to Section 7.1, below; (c) If federal fulfill any covenant or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified agreement contained in this Assignment from Agreement has been the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by Citycause of, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Propertyresulted in, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier failure of the date the successor obtains control Offer having expired or becomes the owner terminated with Merger Sub having purchased any shares of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowCompany Common Stock pursuant thereto; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents by the Company in the circumstances described in the proviso to clause (C) of Section 6.1(b)(vi); provided, that notwithstanding anything to the appointment ofcontrary herein, or in no event shall the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (iiCompany have the right to terminate this Agreement pursuant to this Section 8.1(i) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for at any time at which the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingMinimum Tender Condition shall not be satisfied.

Termination. PHB This Agreement may terminate be terminated, and the Merger contemplated hereby may be abandoned, at any time prior to the Effective Time, whether before or after Company Stockholder Approval or Share Issuance Approval has been obtained and notwithstanding adoption of this Agreement (including incorporated documents) in whole or in part, without further liability and without impairment by the stockholder of its remedies, effective upon delivery of written notice to owner, under any of the following conditionsMerger Sub: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding is by either Parent or the Company if: (i) the Merger shall not continued at levels sufficient to allow for delivery of full Grant funding have been consummated by December 30, 2004 (the "End Date", as extended below); provided, however that Grant Funds that if (A) the Effective Time has not occurred by the End Date by reason of nonsatisfaction of the conditions set forth in Section 7.1(e) and (B) all other conditions set forth in Article 7 have been disbursed for Eligible Uses as satisfied or waived or are then capable of being satisfied, then the date of termination End Date shall not automatically be subject extended to January 31, 2005 (which shall then be the repayment obligations "End Date"); provided, further, that no Party may terminate this Agreement pursuant to this Section 7.1, below; (c8.1(b)(i) If federal or state laws, regulations, rules or other requirements are modified or interpreted in if such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel Party's failure to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform fulfill any of its obligations under this Agreement shall have been a principal reason that the Effective Time shall not have occurred on or before the End Date, (ii) any Legal Restraint set forth in Section 7.1(f) shall be in effect and shall have become final and nonappealable, (iii) Company Stockholder Approval shall not have been obtained at the Company Stockholders' Meeting duly convened therefor; or (iv) Share Issuance Approval shall not have been obtained at the Parent Stockholders' Meeting duly convened therefor; (c) by Parent if such the Company shall have breached or failed to perform in any respect any of its representations, warranties, covenants or other agreements set forth in this Agreement, or if any representations or warranties of the Company shall have become untrue which breach or failure remains uncured by Grantee for to perform or untrue representation or warranty (A) would give rise to the failure of a period of condition set forth in Sections 7.2(a) or 7.2(b) and (B) cannot be or has not been cured within thirty (30) days after Parent's giving written notice thereof shall have been given by Cityto the Company of such breach (a "Company Material Breach") (provided, or if such default runs for a period of ninety (90) days from the date Grantee shouldin each case, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default that Parent is not reasonably capable then in Parent Material Breach of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, covenant or covenant of Grantee other agreement set forth in this Agreement, whether in whole or in part, is materially false or invalid; or); (gd) If Grantee by Parent if there shall have occurred a Company Triggering Event, provided, that Parent is not then in Parent Material Breach of any representation, warranty, covenant or other agreement set forth in this Agreement (for purposes of this Agreement, "Company Triggering Event" shall mean: (i) applies for or consents the failure of the Board of Directors of the Company to recommend that the appointment ofCompany's stockholders vote to adopt this Agreement, or the taking withdrawal or modification of possession by, the Company Board Approval in a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, manner adverse to Parent; (ii) admits the Company shall have failed to include in writing its inability, the Joint Proxy Statement the Company Board Approval or a statement to the effect that the Board of Directors of the Company has determined and believes that the Merger is generally unable, to pay its debts as they become due, in the best interests of the Company and the Company's stockholders; (iii) makes a general assignment for the benefit Board of its creditorsDirectors of the Company shall have approved, endorsed or recommended any Takeover Proposal; (iv) commences a voluntary case under tender or exchange offer relating to securities of the federal Bankruptcy Code Company shall have been commenced and the Company shall not have sent to its securityholders, within ten (as now 10) Business Days after the commencement of such tender or hereafter in effect)exchange offer, a statement disclosing that the Board of Directors recommends rejection of such tender or exchange offer; (v) is adjudicated a bankrupt willful and material breach by the Company of Section 5.3; or insolvent, (vi) files a petition seeking the Company resolves, agrees or proposes publicly to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.foregoing actions in response to such Takeover Proposal);

Termination. PHB may terminate Notwithstanding anything herein to the contrary, this Agreement (including incorporated documents) in whole may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of after the following conditionsCompany has obtained stockholder approval: (a) If for any reason Grantee receives a payment under this Agreement by the mutual written consent of the Board of Directors of each of the Company and does not use Grant Funds for Eligible Coststhe Parent; (b) If PHB’s PCEF funding is by either the Company or the Parent, if the Merger has not continued at levels sufficient to allow for delivery been consummated by the close of full Grant funding business on September 24, 1997, or such other date, if any, as the Company and the Parent shall agree upon; provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement pursuant to this Section 8.1(b) shall not be subject available to any party whose failure to fulfill any of its obligations contained in this Agreement has been the cause of, or resulted in, the failure of the Merger to have occurred prior to the repayment obligations pursuant to Section 7.1, belowaforesaid date; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that by either the intended use of Grant funding for the Project is no longer allowable or appropriate Company or the Project is no longer eligible for Parent, if the Grant funding identified in acquisition of the Company has been restructured to be a cash merger pursuant to Section 7.4 and the stockholders of the Company fail to approve and adopt this Assignment from Agreement and the planned funding source(s) Merger, at the Special Meeting or if PHB is determined by its legal counsel to have lost the authority to administer the Programany postponement or adjournment thereof; (d) On by either the occurrence of a Delayed Construction Termination under Section 5.4;Company or the Parent, if any Governmental Entity shall have issued any judgment, injunction, order or decree enjoining Parent or the Company from consummating the Offer or the Merger and such judgment, injunction, order or decree shall become final and nonappealable; or (e) If Grantee breaches by the Company or fails the Parent if the Offer terminates or expires on account of the failure of any condition specified in Annex A without the Parent having purchased any Shares thereunder; provided, however, that the right to timely perform terminate this Agreement pursuant to this Section 8.1(e) shall not be available to any party whose failure to fulfill any of its obligations under contained in this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have has been given by Citythe cause of, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Propertyresulted in, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier failure of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; orany such condition; (f) If PHB determines that any representation, warranty, or covenant by the Parent prior to the consummation of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee the Offer if (i) applies for or consents to the appointment ofBoard of Directors of the Company shall not have recommended, or the taking of possession by, a receiver, custodian, trusteeshall have resolved not to recommend, or liquidator shall have modified or withdrawn its recommendation of itself the Offer or all the Merger or substantially all determination that the Offer or the Merger is fair to and in the best interest of the Company and its propertystockholders, or shall have resolved to do so, or (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit Board of its creditors, (iv) commences a voluntary case under Directors of the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) Company fails to controvert in recommend against acceptance of an Acquisition Proposal within five business days after a timely and appropriate manner, request by Parent or acquiesces in writing to, any petition filed against it in an involuntary case under Purchaser to do so. The party desiring to terminate this Agreement pursuant to this Section 8.1 shall give written notice of such termination to the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingother party.

Termination. PHB This Agreement may terminate be terminated, and the Merger ----------- contemplated hereby may be abandoned, at any time prior to the Effective Time, by action taken or authorized by the terminating party or parties, whether before or after the adoption of this Agreement (including incorporated documents) in whole by the stockholders of Talarian or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any of the following conditionsMerger Sub: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of TIBCO, Merger Sub and does not use Grant Funds for Eligible CostsTalarian; (b) If PHB’s PCEF funding is by either Talarian or TIBCO if the Effective Time shall not continued at levels sufficient have occurred on or before June 30, 2002 (the "Termination Date"); provided; however, -------- ------- that the right to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination terminate this Agreement under this Section 7.1(b) shall not be subject available to any party whose failure to fulfill any obligation under this Agreement (including without limitation such party's obligations set forth in Section 5.6) has been the repayment obligations pursuant cause of, or resulted in, the failure of the Effective Time to Section 7.1, belowoccur on or before the Termination Date; (c) If federal by either Talarian or state lawsTIBCO if any Governmental Entity (i) shall have issued an order, regulationsdecree or ruling or taken any other action (which such party shall have used its reasonable best efforts to resist, rules resolve or lift, as applicable, in accordance with Section 5.6) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other requirements are modified action shall have become final and nonappealable; or interpreted (ii) shall have failed to issue an order, decree or ruling or to take any other action (which order, decree or ruling or other action such party shall have used its reasonable best efforts to obtain, in accordance with Section 5.6), in the case of each of clauses (i) and (ii) which is necessary to fulfill the condition set forth in Section 6.1(c) and such denial of a way request to issue such order, decree, ruling or take such other action shall have become final and nonappealable; provided, however, that the intended use right to terminate this -------- ------- Agreement under this Section 7.1(c) shall not be available to any party whose failure to comply with Section 5.6 has been the cause of Grant funding for the Project is no longer allowable such action or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Programinaction; (d) On by either Talarian or TIBCO if the occurrence required approval of the stockholders of Talarian contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote at a Delayed Construction Termination meeting of Talarian stockholders duly convened therefor or at any adjournment thereof (provided that the right to terminate this Agreement under this Section 7.1(d) -------- shall not be available to Talarian where the failure to obtain Talarian stockholder approval shall have been caused by the action or failure to act of Talarian and such action or failure to act constitutes a breach by Talarian of this Agreement); (e) by TIBCO if any of the following events shall have occurred: (i) the Board of Directors of Talarian or any committee thereof having authority to bind the Board shall for any reason have withheld or withdrawn or shall have amended or modified in a manner adverse to TIBCO its recommendation in favor of the adoption and approval of the Agreement or the approval of the Merger; (ii) Talarian shall have failed to include in the Proxy Statement/Prospectus the recommendation of the Board of Directors of Talarian in favor of the adoption and approval of the Agreement and the approval of the Merger; (iii) the Board of Directors of Talarian shall have failed to reaffirm its recommendation in favor of the adoption and approval of the Agreement and the approval of the Merger within ten (10) days after TIBCO requests in writing that such recommendation be reaffirmed; (iv) the Board of Directors of Talarian or any committee thereof having authority to bind the Board shall have approved or publicly recommended any Acquisition Proposal; (v) a tender or exchange offer relating to securities of Talarian in excess of 20% of its outstanding voting securities shall have been commenced by a person unaffiliated with TIBCO and Talarian shall not have sent to its stockholders pursuant to Rule 14e-2 promulgated under the Exchange Act, within ten (10) business days after such tender or exchange offer is first published sent or given, a statement disclosing that Talarian's Board of Directors recommends rejection of such tender or exchange offer; or (vi) Talarian shall have intentionally breached its obligations under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that by Talarian, upon a breach of any representation, warranty, covenant or covenant agreement on the part of Grantee TIBCO set forth in this Agreement, whether or if any representation or warranty of TIBCO shall have become untrue, in whole either case such that the conditions set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided that if such inaccuracy in part-------- TIBCO's representations and warranties or breach by TIBCO is curable by TIBCO through the exercise of its commercially reasonable efforts, then Talarian may not terminate this Agreement under this Section 7.1(f) for twenty (20) days after delivery of written notice from Talarian to TIBCO of such breach, provided TIBCO continues to exercise commercially reasonable efforts to cure such breach (it being understood that Talarian may not terminate this Agreement pursuant to this Section 7.1(f) if it shall have materially breached this Agreement or if such breach by TIBCO is materially false cured during such 20-day period, provided that such cure -------- shall be completed on or invalidprior to the Termination Date); or (g) If Grantee by TIBCO, upon a breach of any representation, warranty, covenant or agreement on the part of Talarian set forth in this Agreement, or if any representation or warranty of Talarian shall have become untrue, in either case such that the conditions set forth in Section 6.3(a) or Section 6.3(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided that if such inaccuracy in -------- Talarian's representations and warranties or breach by Talarian is curable by Talarian through the exercise of its commercially reasonable efforts, then TIBCO may not terminate this Agreement under this Section 7.1(g) for twenty (i20) applies for days after delivery of written notice from TIBCO to Talarian of such breach, provided Talarian continues to exercise commercially reasonable efforts to cure such breach (it being understood that TIBCO may not terminate this Agreement pursuant to this Section 7.1(g) if it shall have materially breached this Agreement or consents if such breach by Talarian is cured during such 20-day period, provided that such -------- cure shall be completed on or prior to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectTermination Date), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate be terminated and the transactions contemplated by this Agreement (including incorporated documents) in whole may be abandoned at any time prior to the Effective Time, whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after receipt of the following conditionsStockholder Approval: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Parent and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding by either Parent or the Company, if: (i) the Merger has not been consummated by January 1, 2019 (the “End Date”), whether the End Date is not continued at levels sufficient to allow for delivery before or after the date of full Grant funding providedthe Stockholder Approval; provided that if, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject 10 Business Days prior to the repayment obligations pursuant End Date, all of the closing conditions set forth in Section 8.1 and Section 8.3 have been satisfied or waived (other than the closing condition set forth in Section 8.1(b) and those conditions that by their nature are to Section 7.1be satisfied at the Closing), belowthen the End Date will automatically be extended to September 1, 2019 (with all references in this Agreement to the End Date thereafter being deemed to be references to the End Date as so extended); (ii) any Restraint permitting restraining, enjoining or prohibiting the consummation of the Merger or making the Merger illegal is in effect and has become final and non-appealable; or (iii) the Stockholder Approval is not obtained at the Stockholders Meeting or any adjournment or postponement thereof, in each case, at which a vote on the adoption of the Merger Agreement was taken; (c) If federal by Parent, if: (i) the Company has breached or state lawsfailed to perform any of, regulationsor there is any inaccuracy in, rules its representations, warranties, covenants or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified agreements contained in this Assignment from Agreement and such breach or failure to perform (A) is incapable of being cured by the planned funding source(sCompany or, if capable of being cured, is not cured prior to the earlier of the End Date and 30 days after the date written notice thereof is given by Parent to the Company and (B) would result in a failure of any condition set forth in Section 8.2(a) or if PHB is determined by its legal counsel to have lost the authority to administer the Program;Section 8.2(b); or (ii) any Change in Recommendation has occurred; or (d) On by the occurrence of a Delayed Construction Termination under Section 5.4;Company: (ei) If Grantee breaches if Parent or fails Merger Sub has breached or failed to timely perform any of of, or there is any inaccuracy in, its obligations under representations, warranties, covenants or agreements contained in this Agreement and if such breach or failure remains uncured to perform (A) is incapable of being cured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, Parent or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, thatMerger Sub or, if an Event of Default is not reasonably capable of being cured, is not cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up prior to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the End Date and 30 days after the date written notice thereof is given by the successor obtains control Company to Parent and (B) would result in a failure of any condition set forth in Section 8.3(a) or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below8.3(b); or (fii) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents prior to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any receipt of the foregoingStockholder Approval, in order to concurrently enter into a definitive written agreement with respect to a Superior Proposal; provided that the Company must have complied with Section 6.5(e).

Termination. PHB This Agreement may terminate this Agreement be terminated at any time prior to the Effective Time, whether before or after receipt of the Great Lakes Stockholder Approval or the Crompton Stockholder Approval: (including incorporated documentsa) by the mutual written consent of Great Lakes and Crompton; (b) by either Great Lakes or Crompton: (i) if the Merger shall not have been consummated on or before September 30, 2005; provided, however, that if on such date the condition to Closing set forth in whole Section 7.1(c) shall not have been satisfied, then either Great Lakes or in partCrompton may cause such date to be extended to December 31, without further liability and without impairment of its remedies2005, effective upon delivery of written notice to ownerthe other party; provided further, however, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the following conditions: (a) If for any reason Grantee receives a payment under this Agreement and does not use Grant Funds for Eligible CostsMerger to be consummated on or before such date; (bii) If PHB’s PCEF funding is if any Restraint having the effect set forth in Section 7.1(d) shall be in effect and shall have become final and nonappealable; (iii) if the Great Lakes Stockholder Approval shall not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of obtained at the date of termination Great Lakes Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof; (iv) if the Crompton Stockholder Approval shall not be subject to have been obtained at the repayment obligations pursuant to Section 7.1, belowCrompton Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof; (c) If federal by Crompton, if (i) Great Lakes shall have breached or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel failed to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under representations, warranties, covenants or agreements set forth in this Agreement Agreement, which breach or failure to perform (x) would give rise to the failure of a condition set forth in Section 7.2(a) or 7.2(b) and if (y) is not cured by Great Lakes within 30 calendar days following receipt of written notice of such breach or failure remains uncured by Grantee for to perform from Crompton or (ii) a period of thirty (30condition set forth in Section 7.2(a) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (907.2(b) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being satisfied on or prior to the applicable date specified in Section 8.1(b)(i); (d) by Great Lakes, if (i) Crompton or Merger Sub shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (x) would give rise to the failure of a condition set forth in Section 7.3(a)(i) or (iii) or 7.3(b) and (y) is not cured by Crompton or Merger Sub within ninety 30 calendar days following receipt of written notice of such breach or failure to perform from Great Lakes, (90ii) days a condition set forth in Section 7.3(a)(i) or any lesser notice period provided by PHB(iii) or 7.3(b) is not reasonably capable of being satisfied on or prior to the applicable date specified in Section 8.1(b)(i), PHB may(iii) a condition set forth in Section 7.3(a)(ii) or 7.3(d) shall not have been satisfied on or prior to March 16, 2005, (iv) the covenant set forth in its commercially reasonable discretion, extend Section 6.16 has been breached or (v) the correction period for up to six (6condition set forth in Section 7.3(e) monthsshall not have been satisfied or is not reasonably capable of being satisfied; and provided furtherprovided, however, that Great Lakes shall only have the right to terminate this Agreement pursuant to clause (iii) or (iv) above on or prior to March 23, 2005; (e) by Crompton, (i) in the event of that a foreclosureGreat Lakes Adverse Recommendation Change shall have occurred or (ii) as permitted by, deed and in lieu of foreclosureaccordance with, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below5.3(e); or (f) If PHB determines that any representationby Great Lakes, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for in the event that a Crompton Adverse Recommendation Change shall have occurred or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits as permitted by, and in writing its inabilityaccordance with, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectSection 5.2(e), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated and the Sale may be abandoned at any time prior to the Closing Date, whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after receipt of the following conditionsCompany Stockholder Approval, as follows: (a) If for any reason Grantee receives a payment under this Agreement by mutual written agreement of each of the Attractions Purchaser, the Ski Purchaser and does not use Grant Funds for Eligible Costs; the Company; or (b) If PHB’s PCEF funding is by the Attractions Purchaser, the Ski Purchaser or the Company, if: (i) the Closing Date shall not continued at levels sufficient to allow for delivery of full Grant funding have occurred on or before 11:59 p.m. New York time on September 15, 2017 (the “Outside Date”); provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement pursuant to this Section 10.1(b)(i) shall not be subject available to any Party if the repayment obligations pursuant failure of such Party to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for has been a period of thirty (30) days after notice thereof shall have been given by Cityprincipal cause of, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Propertyresulted in, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier failure of the date Sale and the successor obtains control other Contemplated Transactions to be consummated on or becomes before the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowOutside Date; or (fii) If PHB determines any Governmental Authority of competent jurisdiction shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Sale or the other Contemplated Transactions, and such Order or other action shall have become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 10.1(b)(ii) shall not be available to a Party if the issuance of such final, non-appealable Order was primarily due to the failure of such Party to perform any representation, warranty, or covenant of Grantee its obligations in accordance with the terms of this Agreement, whether in whole or in part, is materially false or invalidincluding pursuant to Section 8.6; or (giii) If Grantee the Company Stockholder Approval shall not have been obtained at a duly held Company Stockholder Meeting (iincluding any adjournment or postponement thereof) applies for or consents at which the Sale and the other Contemplated Transactions have been voted upon, provided that the right to terminate this Agreement under this Section 10.1(b)(iii) shall not be available to the appointment of, Company if the failure to obtain such Company Stockholder Approval was primarily due to the Company’s action or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all failure to perform any of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case obligations under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingthis Agreement.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole or in part, without further liability be terminated and without impairment of its remedies, effective upon delivery of written notice the Offer and the Merger may be abandoned at any time prior to owner, under any of the following conditionsAcceptance Time: (a) If for any reason Grantee receives a payment under this Agreement by mutual written agreement of the Company and does not use Grant Funds for Eligible CostsParent; (b) If PHB’s PCEF funding is by either the Company or Parent, if: (i) the Acceptance Time shall not continued at levels sufficient have occurred on or before December 31, 2014 (subject to allow for delivery of full Grant funding possible extension as provided below, the “End Date”), provided, however that Grant Funds that if the condition to the Offer set forth in clause (f) of Exhibit B shall not have been disbursed for Eligible Uses satisfied by the End Date (as it may be extended as set forth below), then (unless (A) there shall have been a material uncured breach of, or a material uncured inaccuracy in, a covenant or representation or warranty of Parent or Merger Subsidiary set forth in this Agreement, and (B) as a result of such material uncured breach or inaccuracy, the Company has the immediately exercisable right to validly terminate this Agreement pursuant to Section 9.01(d)(ii) immediately prior to the scheduled End Date) Parent shall be entitled to extend the End Date by a three (3) month period by written notice to the Company (the End Date may be so extended not more than twice at the election of Parent), it being understood that in no event shall the End Date be extended to a date that is later than the twelve (12) month anniversary of termination this Agreement; provided, further, that the right to terminate this Agreement under this Section 9.01(b)(i) shall not be subject available to any party whose material breach of any provisions of this Agreement results in the failure of the Acceptance Time to occur by the End Date; (ii) any Governmental Authority of competent jurisdiction shall have issued an Order, decree, injunction or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Offer or the consummation of the Merger as contemplated by this Agreement and such Order, decree, ruling or other action shall have become final and nonappealable, or if there shall be adopted any Applicable Law that makes the Offer or the consummation of the Merger illegal or otherwise prohibited; or (iii) the Offer shall have expired (without having been extended) or shall have been terminated in accordance with the terms of this Agreement (including Exhibit B) without Merger Subsidiary having accepted shares of Company Common Stock for payment pursuant to the repayment obligations Offer; provided, however, that: (A) a party shall not be permitted to terminate this Agreement pursuant to this Section 9.01(b)(iii) if: (1) the failure of Merger Subsidiary to accept shares of Company Common Stock for payment pursuant to the Offer is attributable to the failure of an Offer Condition to be satisfied; and (2) the failure of such Offer Condition to be satisfied is attributable to a failure, on the part of the party seeking to terminate this Agreement, to perform any covenant in this Agreement required to be performed by such party at or prior to the Acceptance Time; and (B) the Company shall not be permitted to terminate this Agreement pursuant to this Section 9.01(b)(iii) unless the Company shall have made any payment required to be made to Parent pursuant to Section 7.1, below10.04; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way by Parent: (i) if an Adverse Recommendation Change shall have occurred (it being understood that the intended use receipt by Parent of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified an Adverse Recommendation Change Notice shall not, in and of itself, entitle Parent to terminate this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel Agreement pursuant to have lost the authority to administer the Programthis Section 9.01(c)(i)); (dii) On if the occurrence Company shall have entered into, or publicly announced its intention to enter into, a letter of intent, memorandum of understanding or Contract (other than a Delayed Construction Termination under confidentiality agreement contemplated by Section 5.47.03(b)) relating to any Acquisition Proposal; (eiii) If Grantee breaches if the Company or fails to timely perform any of its Representatives shall have willfully and materially breached any of its obligations under Section 7.02; (iv) if the Company Board or any committee thereof (A) shall not have rejected any Acquisition Proposal within ten (10) Business Days of the making public thereof (including, for these purposes, by taking no position with respect to the acceptance by the stockholders of the Company of a tender offer or exchange offer, which shall constitute a failure to reject such Acquisition Proposal) or (B) shall have failed, pursuant to Rule 14e-2 promulgated under the Exchange Act or otherwise, to publicly reconfirm the Board Recommendation within ten (10) Business Days after receipt of a written request from Parent that it do so if such request is made following the making by any Person of an Acquisition Proposal (any of Section 9.01(c)(i), (ii), (iii) or (iv), a “Triggering Event”); or (v) in the event (A) of a material breach of any covenant or agreement on the part of the Company set forth in this Agreement such that the condition set forth in clause (c) of Exhibit B would not be satisfied as of the time of such breach or (B) that any representation or warranty of the Company set forth in this Agreement shall have been inaccurate when made or shall have become inaccurate, such that the condition set forth in clause (b) of Exhibit B would not be satisfied as of the time of such breach or as of the time such representation and if warranty became inaccurate; provided, however, that notwithstanding the foregoing, in the event that such failure remains uncured breach by Grantee for a period the Company or such inaccuracies in the representations and warranties of the Company are curable by the Company through the exercise of commercially reasonable efforts prior to the End Date and within thirty (30) days days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 9.01(c)(v) until the earlier to occur of (1) the expiration of a thirty (30) calendar day period after delivery of written notice thereof from Parent to the Company of such breach or inaccuracy, as applicable, or (2) the ceasing by the Company to exercise commercially reasonable efforts to cure such breach or inaccuracy, provided that the Company continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate this Agreement pursuant to this Section 9.01(c)(v) if such breach or inaccuracy by the Company is cured within such thirty (30) calendar day period); or (d) by the Company, (i) if prior to the Acceptance Time, the Company Board authorizes the Company, in compliance with the terms of this Agreement, including Section 7.03(d), to enter into a binding definitive agreement in respect of a Superior Proposal with a Third Party; provided that the Company shall have paid any amounts due pursuant to Section 10.04 in accordance with the terms, and at the times, specified therein; and provided further that in the event of such termination, the Company substantially concurrently enters into such binding definitive agreement; or (ii) in the event (A) of a material breach of any covenant or agreement on the part of Parent or Merger Subsidiary set forth in this Agreement and such failure has a material adverse effect on Merger Subsidiary’s ability to purchase and pay for the shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer or (B) that any of the representations and warranties of Parent and Merger Subsidiary set forth in this Agreement shall have been given by Cityinaccurate in any material respect and such inaccuracy has a material adverse effect on Merger Subsidiary’s ability to purchase and pay for the shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer; provided, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend that notwithstanding the correction period for up to six (6) months; and provided further, howeverforegoing, in the event that such breach by Parent or Merger Subsidiary or such inaccuracies in the representations and warranties of Parent or Merger Subsidiary are curable by Parent or Merger Subsidiary through the exercise of commercially reasonable efforts prior to the End Date and within thirty (30) days, then the Company shall not be permitted to terminate this Agreement pursuant to this Section 9.01(d) until the earlier to occur of (1) the expiration of a foreclosure, deed in lieu thirty (30) calendar day period after delivery of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days written notice from the earlier Company to Parent of the date the successor obtains control such breach or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensionsinaccuracy, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect)applicable, or (viii2) takes any action for Parent or Merger Subsidiary ceasing to exercise commercially reasonable efforts to cure such breach or inaccuracy, provided that Parent or Merger Subsidiary continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that the purpose Company may not terminate this Agreement pursuant to this Section 9.01(d) if such breach or inaccuracy by Parent or Merger Subsidiary is cured within such thirty (30) calendar day period). The party desiring to terminate this Agreement pursuant to this Section 9.01 (other than pursuant to Section 9.01(a)) shall give notice of effecting any of the foregoingsuch termination to each other party hereto.

Termination. PHB (i) (A) Either Party may terminate this Agreement in the event the other Party (the “Other Party”) or its Affiliates (or any Entity acting on behalf of the Other Party or its Affiliate) materially breaches this Agreement, including incorporated documentsany breach of the representations and warranties under Section 5, and such breach shall have continued for ninety (90) days after notice thereof was provided to the Other Party. Any such termination shall become effective upon notice thereof at the end of such ninety (90) day period unless the Other Party has cured any such breach prior to the expiration of the ninety (90) day period; (B) In case TiGenix is of the opinion that there is no Valid Claim Covering the Cx 601 Product in whole a given country at a given time as a result of the fact that the only Valid Claims then Covering the Cx 601 Product (W) have been invalidated as a result of a Challenge in accordance with Section 8(c), (X) have been invalidated by a Third Party, (Y) were previously pending Licensed Patents which when issued, issued more narrowly than prosecuted, or (Z) have been abandoned by MSB and not Prosecuted and Maintained by TiGenix pursuant to Section 4(a), and on that basis it is not obligated to pay royalties for the Net Sales in partthat country, without further liability it may notify MSB and without impairment if MSB disagrees, the Parties shall refer the matter to the JOCC for resolution first. If the JOCC does not succeed in resolving the disagreement within three (3) months, the Parties shall refer their dispute for resolution pursuant to Section 10(b). MSB shall not have the right to terminate the Agreement in the case of its remedies(B) as long as (I) the matter is pending before the JOCC and/or pursuant to Section 10(b) and (II) TiGenix pays into an escrow account the amount that would have otherwise been payable to MSB for such Cx 601 Product had it been a Royalty Product. In such event, effective if the matter is resolved in the favor of TiGenix, then TiGenix shall receive the amounts set forth in such escrow account or if the matter is resolved in the favor of MSB, then MSB shall receive the amounts set forth in such escrow account (in each case together with any interest at the rate set forth in Exhibit C, Paragraph II(f)). Any termination based on the situation in this Section 9(c)(i)(B), for breach or otherwise, shall in any event be limited to the country in question and not affect the license in the remainder of the Territory. (ii) MSB may terminate this Agreement upon delivery of written notice to owner, under any of the following conditions: (a) If for any reason Grantee receives a payment under this Agreement and does not use Grant Funds for Eligible Costs; (b) If PHB’s PCEF funding is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, TiGenix in the event that (A) TiGenix files in any court or agency pursuant to any statute or regulation of any jurisdiction a petition in bankruptcy or insolvency or for reorganization or similar arrangement for the benefit of creditors or for the appointment of a foreclosure, deed in lieu receiver or trustee of foreclosuresuch other Party or its assets, or similar event with respect to the Project or the Property, the correction period for the successor for (B) TiGenix makes an existing default shall be no less than ninety (90) days from the earlier assignment of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment assets for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB may terminate Notwithstanding any other provision of this Agreement, this Agreement shall terminate upon the death of the Executive, or it may be terminated with thirty (including incorporated documents30) in whole or in part, without further liability and without impairment of its remedies, effective upon delivery of days' written notice to owner, under any of the following conditionsas follows: (a) If for any reason Grantee receives a payment under The Company may terminate this Agreement and does not use Grant Funds for Eligible Costs;Agreement: (bi) If PHB’s PCEF funding at any time if the Executive is not continued at levels sufficient to allow for delivery of full Grant funding provided, however that Grant Funds that have been disbursed for Eligible Uses Disabled (as of the date of termination shall not be subject to the repayment obligations pursuant to Section 7.1, defined below; (c) If federal or state laws, regulations, rules or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event months or more; (ii) at any time with "Cause." For purposes of this Agreement. "Cause" means (A) dishonesty of a foreclosure, deed in lieu of foreclosure, or similar event with respect material nature that relates to the Project performance of services under this Agreement; (B) criminal conduct (other than minor infractions and traffic violations) that relates to the performance of services under this Agreement, (C) the Executive's willfully breaching or the Property, the correction period for the successor for an existing default shall be no less failing to perform his duties as described in Section 2 hereof (other than ninety (90) days any such failure resulting from the earlier Executive's being Disabled), within a reasonable period of time after a written demand for substantial performance is delivered to the date Executive by the successor obtains control or becomes Board, which demand specifically identifies the owner of manner in which the Project. To the extent Board believes that the Event of Default Executive has not substantially performed his duties; or (D) the willful engaging by the Executive in conduct that is not corrected within demonstrably and materially injurious to the above-described period including extensionsCompany, if any, granted by PHB, an Event of Default monetarily or otherwise. No act or failure to act on the Executive's part shall be deemed "willful" unless done, or omitted to occur be done, by the Executive not in good faith and PHB may exercise its rights without reasonable belief that such action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and remedies under Section 7 belowuntil there shall have been delivered to the Executive a certificate of a resolution duly adopted by the affirmative vote of not less than seventy-five percent (75%) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive has engaged in the conduct set forth in this paragraph and specifying the particulars thereof in detail; or (f) If PHB determines that any representation, warranty, or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (g) If Grantee (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.

Termination. PHB This Agreement may terminate this Agreement be terminated at any time before the Effective Time (including incorporated documents) except as otherwise provided), whether before or after the approval of the stockholders of BPW referred to in whole or in partSection 7.1(b), without further liability and without impairment of its remediesrespectively, effective upon delivery of by written notice from BPW to ownerthe Company or the Company to BPW, under any of as the following conditionscase may be, as follows: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of each of BPW and does not use Grant Funds for Eligible Coststhe Company; (b) If PHB’s PCEF funding is by either the Company or BPW, if the Effective Time shall not continued at levels sufficient to allow for delivery of full Grant funding have occurred on or before 5:00 p.m. Eastern Standard Time on April 17, 2010 (the “Termination Date”); provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement under this Section 8.1(b) shall not be subject available to any Party whose failure to fulfill any obligation under this Agreement has been the repayment obligations pursuant cause of, or resulted in, the failure of the Effective Time to Section 7.1, belowoccur on or before the Termination Date; (c) If federal by either the Company or state lawsBPW, regulationsif a Governmental Entity shall have issued an order, rules decree or other requirements are modified injunction having the effect of making the Merger illegal or interpreted in permanently prohibiting the consummation of the Merger, and such a way that the intended use of Grant funding for the Project is no longer allowable order, decree or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to injunction shall have lost the authority to administer the Programbecome final and nonappealable; (d) On by either the occurrence Company or BPW if (i) the BPW Requisite Vote shall not have been obtained at a duly held meeting of a Delayed Construction Termination the stockholders of BPW or at any adjournment thereof or (ii) any of the conditions set forth in Section 7.1(c) or Section 7.1(d) shall not have been satisfied within the applicable time period; provided that the right to terminate this Agreement under this Section 5.4; (e8.1(d) If Grantee breaches or shall not be available to BPW if it fails to fulfill its obligations to timely perform any call and conduct the BPW Stockholders Meeting as contemplated by Section 6.1(e) or otherwise is in breach of its obligations under this Agreement such that the conditions set forth in Section 7.2(b) would not be satisfied; (e) by the Company, if (i) BPW breaches Section 6.3(a)(iii) or Section 6.3(a)(iv), (ii) the Company reasonably requests in writing that the BPW Board publicly reconfirm its recommendation of the BPW Voting Proposal to the stockholders of BPW and if such failure remains uncured the BPW Board fails to do so within ten Business Days after its receipt of the Company’s request; (iii) BPW fails to fulfill its obligation to timely call and conduct the BPW Stockholders Meeting as contemplated by Grantee for Section 6.1(e); or (iv) BPW breaches its obligations under Section 6.3 (other than Section 6.3(a)(iii) or Section 6.3(a)(iv)) in any material respect; (f) by BPW, upon a period material breach of thirty (30) days after notice thereof any covenant or agreement on the part of the Company set forth in this Agreement, or any representation or warranty of the Company shall have been given by Citybecome untrue, such that the conditions set forth in Section 7.3(a) or if such default runs for Section 7.3(b), as the case may be, would not be satisfied (a period of ninety (90) days from the date Grantee should“Terminating Company Breach”); provided, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default such Terminating Company Breach is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up Company prior to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier of (i) 30 days from BPW providing notice of such Terminating Company Breach or (ii) the date Termination Date, BPW shall not be able to terminate this Agreement pursuant to this Section 8.1(f) so long as the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected Company cures such breach within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 below; orsuch time period; (fg) If PHB determines that by the Company, upon a material breach of any representation, warranty, covenant or covenant agreement on the part of Grantee BPW set forth in this Agreement, whether or any representation or warranty of BPW is or shall have become untrue, such that the conditions set forth in whole Section 7.2(a) or in partSection 7.2(b), as the case may be, would not be satisfied (a “Terminating BPW Breach”); provided, however, that, if such Terminating BPW Breach is materially false or invalid; or (g) If Grantee capable of being cured by BPW prior to the earlier of (i) applies for 30 days from the Company providing notice of such Terminating BPW Breach or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inabilitythe Termination Date, or is generally unablethe Company shall not be able to terminate this agreement pursuant to this Section 8.1(g) so long as BPW cures such breach within such time period; and (h) by the Company (by action taken by the full Company Board) prior to approval of the BPW Voting Proposal, if the volume weighted average price per share of Company Common Stock (calculated to pay its debts as they become due, (iiithe nearest one-hundredth of one cent) makes a general assignment for on the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code NYSE (as now or hereafter in effect)reported by Bloomberg L.P. or, (vif not reported thereby, by another authoritative source mutually agreed by the Parties) for any 15 consecutive trading days after the date hereof and prior to the BPW Stockholders Meeting is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under less than the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for quotient obtained by dividing $10.00 by the purpose of effecting any of the foregoingExchange Ratio Ceiling.

Termination. PHB This Agreement may terminate be terminated prior to the Effective Time, whether before or after adoption of this Agreement (including incorporated documents) in whole by Lambda Stockholders or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any approval of the Pi Proposal by the Pi Stockholders, in the following conditionscircumstances: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent of Pi and does not use Grant Funds for Eligible CostsLambda; (b) If PHB’s PCEF funding is by either Pi or Lambda if: (i) the Integrated Mergers shall not continued at levels sufficient have been consummated on or prior to allow for delivery of full Grant funding November 26, 2021 (the “Termination Date”); provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement under this Section 7.1(b)(i) shall not be subject available to any party whose action or failure to act has been the repayment obligations pursuant primary cause of the failure of the Integrated Mergers to Section 7.1, belowoccur on or before such date and such action or failure to act constitutes a material breach of this Agreement by such party; (cii) If federal or state laws, regulations, rules a court of competent jurisdiction or other requirements are modified Governmental Entity shall have issued a final and nonappealable Order, or interpreted in such a way that shall have taken any other action, having the intended use effect of Grant funding for permanently restraining, enjoining or otherwise prohibiting the Project is no longer allowable or appropriate or Integrated Mergers; provided, however, the Project is no longer eligible for the Grant funding identified in right to terminate this Assignment from the planned funding source(sAgreement under this Section 7.1(b)(ii) or if PHB is determined by its legal counsel shall not be available to have lost the authority any party whose failure to administer the Program; (d) On the occurrence of a Delayed Construction Termination under Section 5.4; (e) If Grantee breaches or fails to timely perform any of its obligations under this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” pursuant to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, Section 5.5 resulted in the event entry of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project Order or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier taking of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Section 7 belowsuch other action; or (fiii) If PHB determines that (A) the required approval of the Pi Stockholders contemplated by this Agreement at the Pi Stockholders’ Meeting (or any representation, warranty, adjournment thereof) shall not have been obtained or covenant of Grantee in this Agreement, whether in whole or in part, is materially false or invalid; or (gB) If Grantee either (i) applies for the Lambda Stockholder Approval shall not have been obtained through the delivery of Lambda Stockholder Written Consents within 3 Business Days of delivery of a notice of effectiveness of the Registration Statement to each Lambda Supporting Stockholder by Pi and no Lambda Stockholder Meeting Election has been made by Pi or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inabilityfollowing a Lambda Stockholder Meeting Election only, or is generally unablethe required approval of the Lambda Stockholders contemplated by this Agreement at the Lambda Stockholders’ Meeting, as applicable, shall not have been obtained; provided, however, that the right to pay its debts as they become due, (iiiterminate this Agreement under this Section 7.1(b)(iii) makes shall not be available to a general assignment for party where the benefit failure to obtain the required approval of its creditors, (iv) commences stockholders shall have been caused by the actions or failure to act of such party and such action or failure to act constitutes a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage material breach by such party of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoingthis Agreement.

Termination. PHB This Agreement may terminate this Agreement (including incorporated documents) in whole be terminated at any time prior to the Effective Time, whether before or in part, without further liability and without impairment of its remedies, effective upon delivery of written notice to owner, under any after the requisite approvals of the following conditionsstockholders of Vsource or TEAM have been obtained: (a) If for any reason Grantee receives a payment under this Agreement by mutual written consent duly authorized by the Boards of Directors of TEAM and does not use Grant Funds for Eligible CostsVsource; (b) If PHB’s PCEF funding is by either Vsource or TEAM if the Merger shall not continued at levels sufficient to allow have been consummated by October 31, 2003 (the “Outside Date”) for delivery of full Grant funding any reason; provided, however however, that Grant Funds that have been disbursed for Eligible Uses as of the date of termination right to terminate this Agreement under this Section 7.1(b) shall not be subject available to any party whose willful action or failure to act has been a principal cause of or resulted in the repayment obligations pursuant failure of the Merger to Section 7.1occur on or before such date, belowand such action or failure to act constitutes a breach of this Agreement; (c) If federal by either Vsource or state lawsTEAM if a Governmental Entity shall have issued an order, regulationsjudgment, rules decree or ruling or taken any other action in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any of the contemplated transactions, which order, judgment, decree, ruling or other requirements are modified or interpreted in such a way that the intended use of Grant funding for the Project action is no longer allowable or appropriate or the Project is no longer eligible for the Grant funding identified in this Assignment from the planned funding source(s) or if PHB is determined by its legal counsel to have lost the authority to administer the Programfinal and nonappealable; (d) On by either Vsource or TEAM, if the occurrence required approvals of the stockholders of TEAM or the stockholders of Vsource contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required votes at a meeting of stockholders duly convened therefore, or at any adjournment thereof; provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party where the failure to obtain such party’s stockholder approval shall have been caused by (i) the action or failure to act by such party and such action or failure to act constitutes a breach by such party of this Agreement or (ii) a breach of a Delayed Construction Termination under Section 5.4Voting Agreement by a stockholder of such party; (e) If Grantee breaches by either Vsource or fails TEAM, if the Vsource Board shall have withheld, withdrawn or modified in a manner adverse to timely perform any TEAM its recommendation in favor of its obligations under adoption and approval of this Agreement and if such failure remains uncured by Grantee for a period of thirty (30) days after notice thereof shall have been given by City, or if such default runs for a period of ninety (90) days from the date Grantee should, with due diligence, have discovered such default, then City may declare an “Event of Default” to have occurred hereunder provided; however, that, if an Event of Default is not reasonably capable of being cured within ninety (90) days or any lesser notice period provided by PHB, PHB may, in its commercially reasonable discretion, extend the correction period for up to six (6) months; and provided further, however, in the event of a foreclosure, deed in lieu of foreclosure, or similar event with respect to the Project or the Property, the correction period for the successor for an existing default shall be no less than ninety (90) days from the earlier approval of the date the successor obtains control or becomes the owner of the Project. To the extent that the Event of Default is not corrected within the above-described period including extensions, if any, granted by PHB, an Event of Default shall be deemed to occur and PHB may exercise its rights and remedies under Merger in accordance with Section 7 below; or5.1(c); (f) If PHB determines that by either Vsource or TEAM, if the TEAM Board shall have withheld, withdrawn or modified in a manner adverse to Vsource its recommendation in favor of the issuance of shares of TEAM Common Stock by virtue of the Merger in accordance with Section 5.1(c); (g) by Vsource (i) upon a breach of any representation, warranty, covenant or covenant agreement on the part of Grantee TEAM set forth in this Agreement, whether or if any representation or warranty of TEAM shall have become untrue, in whole either case such that the conditions set forth in Sections 6.2(a) or (b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, or (ii) if a Material Adverse Effect on TEAM shall have occurred; provided that if such inaccuracy in partTEAM’s representations and warranties or breach by TEAM, or Material Adverse Effect on TEAM, is curable prior to the Outside Date by TEAM through the exercise of TEAM’s commercially reasonable efforts, then Vsource may not terminate this Agreement under this Section 7.1(g) unless such breach remains uncured for 30 days after delivery of written notice from Vsource to TEAM of such breach, provided TEAM continues to exercise commercially reasonable efforts to cure such breach or Material Adverse Effect on TEAM (it being understood that Vsource may not terminate this Agreement pursuant to this Section 7.1(g) if such breach by TEAM or Material Adverse Effect on TEAM is cured during such 30-day period, or if Vsource shall have materially false breached this Agreement); (h) by TEAM, either (i) upon a breach of any representation, warranty, covenant or invalidagreement on the part of Vsource set forth in this Agreement, or if any representation or warranty of Vsource shall have become untrue, in either case such that the conditions set forth in Section 6.3(a) or Section 6.3(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, or (ii) if a Material Adverse Effect on Vsource shall have occurred; provided that if such inaccuracy in Vsource’s representations and warranties or breach by Vsource, or Material Adverse Effect on Vsource, is curable prior to the Outside Date by Vsource through the exercise of Vsource’s commercially reasonable efforts, then TEAM may not terminate this Agreement under this Section 7.1(h) unless such breach remains uncured for 30 days after delivery of written notice from TEAM to Vsource of such breach, provided Vsource continues to exercise commercially reasonable efforts to cure such breach or Material Adverse Effect on Vsource (it being understood that TEAM may not terminate this Agreement pursuant to this Section 7.1(h) if such breach by Vsource or Material Adverse Effect on Vsource is cured during such 30-day period, or if TEAM shall have materially breached this Agreement); (i) by either TEAM or Vsource if the parties are unable to agree on the amount of the Designated Liabilities by July 3, 2003; provided, however, that for any such termination to be effective, the party desiring to terminate the agreement must provide written notice thereof to the other party no later than the close of business by July 8, 2003; (j) by Vsource if (i) TEAM defaults in any scheduled payment to either The Provident Bank (“Provident”), or Huntington National Bank (“Huntington”) under their loan agreements with TEAM, (ii) either Provident or Huntington exercise any of their respective remedies under their loan agreements with TEAM, (iii) the Hartford Insurance Company or its successors or assigns draws on the letter of credit posted by TEAM to secure its obligations under various insurance contracts, or (iv) Provident for any reason does not sell its loan to Vsource or its designees or permitted assignees as contemplated in the Provident Documents; provided, however, that the right to terminate this Agreement under this Section 7.1(j)(iv) shall not be available to Vsource where Provident’s failure to sell its loan shall have been caused by Vsource’s action or failure to act and Provident was ready, willing and able to sell its loan as contemplated in the Provident Documents; or (gk) If Grantee (i) applies for by Vsource if TEAM breaches Section 5.17 or consents upon a failure to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all or substantially all of its property, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes a general assignment for the benefit of its creditors, (iv) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effectcomply with Section 6.2(g), (v) is adjudicated a bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now or hereafter in effect), or (viii) takes any action for the purpose of effecting any of the foregoing.