ARTICLE VIII

Termination Rights.

This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:

(a) by mutual written consent of the Company and Parent; or

03(b) by either the Company or Parent if the Closing has not occurred on or before the Outside Date; provided that the right to terminate shall not be available to a party whose material breach of any representation, warranty, covenant or agreement was the principal cause of the failure of the Closing to occur.

(c) by Parent if the Company Board has effected an Adverse Recommendation Change.

Fees and Expenses.

All fees and expenses incurred in connection with this Agreement shall be paid by the party incurring such expenses, except as otherwise set forth in this Section 8.4.

05(c) Parent shall pay the Financing Failure Fee if the debt proceeds are unavailable at the required funding time, subject to the limitations and conditions in this Agreement.