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Upon any termination of this Agreement pursuant to Section 12.1, the Deposit shall be applied as follows:

(a) Prior to the Initial Closing at which the Deposit is applied to the Purchase Price and upon a termination of this Agreement pursuant to Section 12.1(a)(i), 12.1(a)(iii) (but only if

such termination is based on Sections 11.3, 11.4 or 11.5), 12.1(a)(iv), 12.1(a)(vi), 12.1(a)(vii), 12.1(a)(viii), or 12.1(a)(ix), the Deposit shall be paid to Buyer; or

(b) Upon a termination of this Agreement for any reason other than as specified in Section 12.2(a), the Deposit (or if a Closing and/or one or more Extension Closings shall have already occurred, such portion of the Deposit as has not theretofore been paid to the Receiver) shall be paid to the Receiver.

12.3 REMEDIES

Upon a termination of this Agreement pursuant to this Section 12, payment and delivery of the Deposit (or if a Closing and/or one or more Extension Closings shall have already

occurred, such portion of the Deposit as has not theretofore been paid to the Receiver) as provided in this Section 12 and other applicable provisions of this Agreement will be (except as otherwise provided in Sections 12.5 and 12.6) the sole and exclusive remedy of the parties under this Agreement. The parties acknowledge that in determining the amount of the Deposit (or if a Closing and/or one or more Extension Closings shall have already occurred, such portion of the Deposit as has not theretofore been paid to the Receiver), the disposition thereof, the parties took into account, among other things, the fact that an extended period of time will occur between the signing of this Agreement and the Closing, during which time considerable administrative expenses will have accrued, and that it is inherently uncertain whether the Required

Governmental Approvals will be obtained by Buyer. The parties have agreed that the actual damages in the event of a termination of this Agreement would be extremely difficult or impractical to determine. The parties acknowledge that the Deposit (or if a Closing and/or one or more Extension Closings shall have already occurred, such portion of the Deposit as has not theretofore been paid to the Receiver) has been agreed upon, after negotiation, as the reasonable estimate of the Receiver’s damages in the event of a termination of this Agreement.

12.4 OBLIGATIONS ON TERMINATION

In the event of termination of this Agreement for any reason pursuant to this Section 12: (a) Each party shall redeliver all documents, work papers and any other material of each other party relating to the transactions contemplated hereby (including any copies of the foregoing), whether obtained before or after the execution hereof, and whether in paper, electronic or other medium, to the party furnishing the same, and shall, subject to applicable Law, permanently delete any electronic versions of all such documents, work papers of other material in its possession (other than such documents, work papers or other material relevant to determination of the existence of the right to terminate under Section 12.1); and an officer of each party shall certify to the other party that all such material has been redelivered and

permanently deleted in accordance with this Section 12.4. For purposes of this Section 12.4(a), “permanently delete” shall mean to delete any such copies from all email and other computer folders, files, boxes, such as “in”, “deleted”, “sent email” and “draft email”, and final emptying of all trash, recycle and deleted folders or boxes; and

(b) Except as otherwise provided in this Section 12 and Sections 7.2 and 8.8, all obligations of the Parties under this Agreement shall terminate and there shall be no liability hereunder of any party hereto to any other party.

12.5 TERMINATION UNDER SECTION 12.1(a)(vi)

If this Agreement is terminated by the Receiver pursuant to Section 12.1(a)(vi) prior to an initial Closing and a transaction for the sale of the Purchased Assets or capital stock of the

Companies to a third party other than Buyer who is the Successful Bidder (as defined in the Bidding Procedures Order) pursuant to the Bidding Procedures Order (a “Third Party Transaction”), is consummated, then, at the closing of such Third Party Transaction, the Receiver shall pay to Buyer from the proceeds of such transaction in accordance with the Bidding Procedures Order an amount equal to One Million Dollars ($1,000,000) (the “Breakup Fee”). Notwithstanding the foregoing, the Breakup Fee shall not be due and payable if the Canadian Court or the Bankruptcy Court does not approve payment of the Breakup Fee for any reason. Amounts owed to Buyer under this Section 12.5 shall be paid and payable only upon a closing of a Third Party Transaction with respect to those Purchased Assets which are a part of such Third Party Transaction (whether in one or a series of transactions), and, if the Purchased Assets include less than all of the Purchased Assets for the Companies, the amount of such Breakup Fee shall be equal to: (A) the Breakup Fee multiplied by (B) the percentage allocations indicated in Schedule 2.6(b) for the Purchased Assets purchased by the Successful Bidder at such closing. For purposes of clarification, a Third Party Transaction shall not include any transaction involving the sale of the Purchased Assets or capital stock of the Companies that is not

consummated pursuant to the Bidding Procedures Order. In the event that the Receiver remarkets the Purchased Assets for sale following termination of this Agreement pursuant to Section 12.1(a)(vi) whereby the Third Party Transaction fails to close, no Breakup Fee shall be payable to Purchaser. The parties acknowledge and agree that the Breakup Fee is an essential part of the consideration for Buyer to agree to enter into this Agreement. The parties agree that the Breakup Fee shall be the full and liquidated damages of Buyer arising out of any termination of this Agreement pursuant to Section 12.1(a)(vi).

12.6 TERMINATION UNDER SECTION 12.1(a)(vii)

If this Agreement is terminated by Buyer pursuant to Section 12.1(a)(vii) prior to an initial Closing, then the Receiver promptly thereafter shall, from the assets subject to the Receivership Order, reimburse Buyer for Buyer’s reasonable out-of-pocket costs and expenses (including but not limited to the fees and expenses of Buyer’s attorneys and accountants) incurred in connection with the preparation and negotiation of this Agreement and the

transactions provided for herein; provided, however, that the amount subject to reimbursement pursuant to this Section 12.6 shall not exceed One Hundred Thousand Dollars ($100,000).

13. GENERAL PROVISIONS

13.1 EXPENSES

Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its own expenses and its Representatives’ respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated by this Agreement. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party.