TERMINATION, AMENDMENT AND WAIVER

Section 7.1.                                   Termination.  This Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Appointment Time:

(a)                                          By mutual written consent duly authorized by the Boards of Directors of Parent and the Company;

(b)                                         By any of Parent, Buyer or the Company, upon written notice to the others, if any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party terminating this Agreement pursuant to this Section 7.1(b) shall use all commercially reasonable efforts to have such order, decree, ruling or action vacated;

(c)                                          By any of Parent, Buyer or the Company, upon written notice to the others, if the Offer shall not have been consummated on or before the Outside Date; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to fulfill any of its obligations

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