This Agreement shall become effective on the Effective Date.  Notwithstanding anything contained herein, in the event that the Contribution Agreement is terminated in accordance with its terms or the Closing otherwise does not occur for any reason, this Agreement shall not become effective, and in the event that the Contribution Agreement is terminated, shall automatically, and without notice, terminate without any obligation due to the other Party, and the provisions of this Agreement shall be of no force or effect.