Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) In the event this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b7.3(a) and Section 6.1(c) (with respect to Section 6.1(b), only as the a result of a Legal Restraint issued an Intentional Breach by Parent or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.3(c), then Parent shall pay the Parent Termination Fee or cause to be paid to the Company as promptly as practicable an amount equal to $8,700,000 (and, in any event, within two (2) Business Days following such terminationthe “Parent Termination Fee”) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant funds to the HSR Act account or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach accounts designated by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable within five (and, in any event, within two (25) Business Days following such termination. Parent and the Company acknowledge that (1) by wire transfer of immediately available funds. In the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (2) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon . (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.13, (A) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and receive payment by Parent of the Parent Termination Fee as and when required solely in the circumstances in which it is payable by this Parent pursuant to Section 7.3(b), 7.5(f)(i) (together with any fees, costs, expenses and interest payable amounts owed pursuant to Section 7.3(c7.5(g), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (each, a “Parent Related Parties in circumstances where the Parent Termination Fee is payable pursuant Party”), any Debt Financing Sources and Equity Investors for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Section 7.3(b) against Agreement and the Parent Related Parties for Financing, including the breach of any loss suffered as a result representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure of to consummate the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, Contemplated Transactions and (B) upon payment of the Parent Termination FeeFee to the Company (together with any amounts owed pursuant to Section 7.5(g)) , none no Parent Related Party, nor any of the Parent Related Parties Debt Financing Sources or Equity Investors shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, exceptor failure to consummate the Contemplated Transactions. Notwithstanding the foregoing, nothing contained in each case, this Section 7.5(f) shall limit the remedies of the Company under Section 8.13 or under the Confidentiality Agreement. (iii) Notwithstanding anything to the extent provided contrary in Section 7.2this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of any Parent Related Party, the Debt Financing Sources or the Equity Investors, for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions, shall be limited to an amount equal to the Parent Termination Fee, and in no event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event thatIf: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more all of the conditions set forth in Section 6.1(b) 9.01 and Section 6.1(c) 9.02 have been satisfied (with respect other than those conditions that by their terms are to Section 6.1(bbe satisfied at the Closing), only as the result except for any one or more of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a9.01(b) has been satisfied(unless the Assumption shall have occurred pursuant to the Guarantee), Section 9.01(c) (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than solely with respect to such covenants that, by their nature, are only applicable if an Order from a Governmental Authority in the Closing were to occur (such as, Section 5.12 and Section 5.15)PRC) or waived Section 9.01(d) and (DB) no breach this Agreement is terminated by either the Company of its obligations under or Parent pursuant to Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i10.01(b)(i), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by either the Company or Parent pursuant to Section 10.01(b)(ii) (solely with respect to an Order from a Governmental Authority in the PRC and/or an Order pursuant to the ▇▇▇▇▇▇▇ Act or any Foreign Antitrust Laws identified on Section 9.01(d) of the Company Disclosure Schedule); or (iii) this Agreement is terminated by the Company or Parent pursuant to Section 10.01(b)(i), and pursuant to a CFIUS Investigation, (x) CFIUS requires Parent or Merger Subsidiary to enter into an agreement or CFIUS imposes a condition (in either case, as provided for in the Defense Production Act of 1950 (50 U.S.C. App. 2170(l)(1)(A)), and (y) Parent has not entered into such agreement or consented to such condition by the date of such termination of this Agreement; (iv) this Agreement is terminated by either the Company or Parent pursuant to Section 10.01(b)(iv); or (v) this Agreement is terminated by the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a10.01(d)(iii) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, 10.01(d)(iv); then Parent shall pay pay, or cause to be paid, to the Company the Parent Termination Fee to either directly or out of the Company Parent Escrow Fund as promptly as reasonably practicable possible (and, but in any event, event within two (2) Business Days following after such termination) by wire transfer of immediately available same day funds; provided that if Parent has paid or caused to be paid to the Company the Parent Termination Fee directly, the funds in the Parent Escrow Fund shall be simultaneously released and returned to Parent or any of its designated Affiliates. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement Parent shall pay to the contrary notwithstanding, Company a termination fee of $40.0 million (the “Parent Termination Fee”) in immediately available funds in the event that: (i) that this Agreement is terminated by as follows: (i) if Parent or the Company shall terminate this Agreement pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b8.1(e), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) if the Company shall terminate this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c8.1(d), only as ; (iii) if (A)(x) the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by Company shall terminate this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b8.1(g) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure Parent’s breach of the transactions contemplated by Section 6.2(b) or (y) either party shall terminate this Agreement pursuant to be consummated or for a breach or failure to perform hereunder or otherwiseSection 8.1(h)(ii), and upon payment (B) at any time after the date of this Agreement and before the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out termination of this Agreement or the transactions contemplated vote on this Agreement at the Parent Stockholders’ Meeting, respectively, an Acquisition Proposal (provided that, for purposes of this Section 8.2(f)(iii) and Section 8.2(f)(iv) below, all percentages in the definition thereof shall be deemed to be equal to 50%) with respect to Parent shall have been publicly announced and not withdrawn, and (C) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent or a Competing Transaction with respect to Parent is otherwise consummated, in either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iii) shall be reduced by the amount of any payments made pursuant to Section 8.2(c); or (iv) if (A) either party shall terminate this Agreement pursuant to Section 8.1(b), and (B) at any time after the date of this Agreement and before the termination of this Agreement, exceptan Acquisition Proposal with respect to Parent shall have been publicly announced and not publicly and bona fide withdrawn, and (C) following the existence of such Acquisition Proposal and prior to any such termination, Parent shall have intentionally breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the termination of this Agreement, and (D) Parent enters into a definitive agreement providing for a Competing Transaction with respect to Parent which or a Competing Transaction with respect to Parent is otherwise consummated, in each either case, within twelve months following the termination of this Agreement; provided, however, that any such termination fee payable pursuant to this clause (iv) shall be reduced by the extent provided in amount of any payments made pursuant to Section 7.28.2(c).

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by If (A) either Parent or the Company terminates this Agreement pursuant to Section 7.1(b8.01(b)(i) (End Date) and, at the time of such termination, (A) one or more any of the conditions set forth in Section 6.1(b7.01(b)(i), Section 7.01(b)(ii) and or Section 6.1(c7.01(b)(iv) (Required Approvals), Section 7.03(d) (Absence of Burdensome Condition) or Section 7.01(c) (No Legal Restraints), in each case, solely with respect to Section 6.1(b)the Termination Fee Approvals, only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) shall have not been satisfied or waived or (B) either Parent or the condition Company terminates this Agreement pursuant to Section 8.01(b)(ii) (Legal Restraint) (solely if the applicable Legal Restraint giving rise to such termination arises in connection with the Termination Fee Approvals) and in each case of the foregoing clauses (A) and (B), at the time of such termination, all other conditions to the Closing set forth in Section 6.1(a) has been satisfied, 7.01 (C) all of other than the other conditions set forth in Section 6.1 7.01(b)(i), Section 7.01(b)(ii), Section 7.01(b)(iv) (Required Approvals) and Section 6.3 7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals) and Section 7.03 (other than the conditions set forth in Section 7.03(d) (Absence of Burdensome Condition), solely with respect to the Termination Fee Approvals) shall have been satisfied or waived (other than any such except for those conditions that by their nature are to be satisfied at the Closing (if such but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the Closing date of such termination), Parent shall pay the Parent Regulatory Termination Fee to occur at the Company. Parent shall pay the Parent Regulatory Termination Fee to the Company (to an account designated in writing by the Company) prior to or concurrently with such timetermination of this Agreement by Parent or no later than three (3) and other than Business Days after the date of the applicable termination by the Company. (ii) If (A) the Company terminates this Agreement in accordance with Section 8.01(c)(ii) (Parent Terminable Breach) based on a failure by Parent to perform its covenants or agreements under Section 6.03, solely with respect to the Termination Fee Approvals, such covenants thatfailure to perform has resulted in the failure of the conditions set forth in Section 7.01(b)(i), Section 7.01(b)(ii), Section 7.01(b)(iv) (Required Approvals) or Section 7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals, and at the time of such termination, all other conditions to the Closing set forth in Section 7.01 (other than the conditions set forth in Section 7.01(b)(i), Section 7.01(b)(ii), Section 7.01(b)(iv) (Required Approvals) and Section 7.01(c) (No Legal Restraints), in each case, solely with respect to the Termination Fee Approvals) and Section 7.03 (other than the conditions set forth in Section 7.03(d) (Absence of Burdensome Condition), solely with respect to the Termination Fee Approvals) shall have been satisfied or waived (except for those conditions that by their nature, nature are only applicable to be satisfied at the Closing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were to occur the date of such termination), or (such as, Section 5.12 and Section 5.15)B) or waived and (D) no breach by the Company of its obligations under terminates this Agreement in accordance with Section 5.1 or Section 5.7 has been the principal cause of the failure 8.01(c)(iii) (Parent Failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(iClose), then Parent shall pay the Parent General Termination Fee to the Company. Parent shall pay the Parent General Termination Fee to the Company as promptly as practicable (and, to an account designated in any event, within two writing by the Company) prior to or concurrently with such termination of this Agreement by Parent or no later than three (23) Business Days following such termination) after the date of the applicable termination by wire transfer of immediately available funds; orthe Company. (iiiii) this Agreement Notwithstanding anything to the contrary set forth herein, in the event that a Parent Termination Fee is terminated due and payable, Parent shall have the right, at its election, to offset and reduce any Parent Termination Fee otherwise due and payable pursuant to the terms hereof, in whole or in part, on a dollar-for-dollar basis, by all or any portion of the aggregate Liquidation Preference (as defined in Exhibit D) of all then-outstanding Preferred Stock held by Parent and any of its Affiliates, in exchange for the redemption of the applicable shares of Preferred Stock associated with such offset with no obligations thereunder outstanding. Without limitation of the foregoing and for the avoidance of doubt, in the event (x) the aggregate Liquidation Preference of all then-outstanding Preferred Stock held by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 Affiliates equals or Section 5.7 has been exceeds the principal cause of the imposition of such Order or injunction, then Parent shall pay the applicable Parent Termination Fee otherwise due hereunder and (y) Parent elects to offset the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent full amount of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable all or a portion of such aggregate Liquidation Preference pursuant to Section 7.3(c)the preceding sentence, none then neither Parent nor any of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall thereafter have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act any Antitrust Law or any other applicable antitrust Foreign Investment Law) have or Section 6.1(c) has not been satisfied or waived waived, (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 6.1, Section 6.3(a) and Section 6.3 6.3(b) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (DC) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of materially contributed to the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay a fee of $310,000,000 (the “Parent Termination Fee Fee”) to the Company as promptly as practicable within three (and, in any event, within two (23) Business Days following such termination) termination by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or and the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law and, at the HSR Act or any other applicable antitrust Law) have not been satisfied or waivedtime of such termination, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunctionLegal Restraint, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable within three (and, in any event, within two (23) Business Days following such termination) termination by wire transfer of immediately available funds. In ; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstandingIf, in the event that: but only if, (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.01(b)(i) and(due to a failure to satisfy any condition set forth in Section 7.01(b) or Section 7.01(c) (if the Restraint arises under Antitrust Laws)), Section 8.01(b)(iii) (if the Order, action or Applicable Law arises under Antitrust Laws) or Section 8.01(c)(iii) (if the Order, action or Applicable Law arises under Antitrust Laws) (any such termination, a “Parent Termination Fee Triggering Termination”), (ii) at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or termination any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a7.01(b) has been satisfiedor Section 7.01(c) (if the Restraint arises under Antitrust Laws) shall not be satisfied or waived by each applicable party hereto entitled to the benefit of such condition, (Ciii) at the time of such termination all of the other conditions set forth in Section 6.1 7.01 and Section 6.3 7.02 shall be satisfied or shall have been satisfied (waived other than any such conditions that by their nature are to be satisfied by actions to be taken at the Closing (if and, in the case of those conditions that by their nature are to be satisfied by actions to be taken at the Closing, such conditions would be are capable of being satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (at the time of such as, Section 5.12 and Section 5.15)termination) or waived and (Div) no breach by the Company is not in material breach of its obligations under Section 5.1 or Section 5.7 has been this Agreement, which material breach was the principal cause of the failure to be satisfied of all or any of satisfy conditions to the conditions listed Merger that resulted in clause (A) of this Section 7.3(b)(i)the Parent Termination Fee Triggering Termination, then Parent shall pay to the Company a termination fee equal to $250,000,000 (the “Parent Termination Fee”). Notwithstanding anything to the contrary in this Section 8.03(b), but subject to Section 8.02, if the Parent Termination Fee to the Company as promptly as practicable (andis paid, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (andshall constitute liquidated damages, in any event, within two (2) Business Days following and from and after such termination) by wire transfer , Parent shall have no further liability of immediately available funds. In no event shall Parent be required to pay any kind for any reason in connection with this Agreement or the Parent Termination Fee on more termination contemplated hereby other than one occasion. Upon the payment by Parent of the Parent Termination Fee as (and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable related amounts owing pursuant to Section 7.3(c8.03(d), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates ) and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) payments shall be the sole and exclusive remedy under this Agreement of the Company Related Parties in circumstances where and its Subsidiaries and stockholders of the Parent Termination Fee is payable pursuant to this Section 7.3(b) Company against Parent, Merger Sub and the Parent Related Parties for any loss suffered as in the event of a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2Fee Triggering Termination.

Parent Termination Fee. Any provision in If (i) this Agreement is terminated by the Company pursuant to the contrary notwithstandingSection 9.1(h), in the event that: or (iii) (x) this Agreement is terminated by Parent or the Company for any reason (other than a termination pursuant to Section 7.1(b9.1(a) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect a termination by Parent pursuant to Section 6.1(b), only 9.1(c) as the a result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach Willful Breach by the Company of its obligations under Section 5.1 or Section 5.7 has been covenants after the principal cause date of the failure any Financing Extension Notice) and (y) prior to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)such termination, Parent shall have delivered a Financing Extension Notice, then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable a termination fee of $215,000,000 (andthe “Parent Termination Fee”). In the event any amount is payable by Parent pursuant to this Section 9.2(d), in any event, within two (2) Business Days following such termination) amount shall be paid by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant funds to Section 7.1(c), only as the result of an Order or injunction issued or granted account designated in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach writing by the Company Company. For the avoidance of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (anddoubt, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required obligated to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee Except as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive 9.2(d), payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b9.2(d) shall be (unless (x) this Agreement is terminated by the sole and exclusive remedy Company pursuant to Section 9.1(h) (other than as a result of Parent’s or Acquisition Sub’s inability to obtain the Requisite Financing, except in the circumstance described in clause (y) of this sentence), or (y) Parent’s or Acquisition Sub’s Willful Breach of Section 7.13 is a material cause of the failure of such Requisite Financing to be available) is not a penalty and shall constitute liquidated damages as a reasonable amount that will compensate the Company Related Parties in the circumstances where upon which the Parent Termination Fee is payable pursuant for the efforts and resources expended and opportunity foregone with respect to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result consummation of the failure of Transactions which would otherwise be impossible to calculate with precision, and, from and after such termination as described in this sentence, the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties Company shall have any no further liability or obligation relating to or arising out obligations of any kind in connection with this Agreement or the transactions termination contemplated by hereby other than as provided under this Agreement, except, in each case, to the extent provided in Section 7.29.2(d).

Parent Termination Fee. Any Notwithstanding any provision in this Agreement to the contrary notwithstandingcontrary, in the event that: that (i) this Agreement is terminated by Parent or the Company pursuant to under Section 7.1(b7.1(c) (Parent Change of Recommendation Termination), (ii) this Agreement is terminated by Parent under Section 7.1(f) (Parent Superior Proposal Termination), (iii) the Company or Parent terminates this Agreement under Section 7.1(j) (Vote Failure Termination) and, at the time of such termination, the Company would have been entitled to terminate this Agreement under Section 7.1(c) (Parent Change of Recommendation Termination), or (iv) this Agreement is terminated under (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c7.1(b) (with respect to Section 6.1(bLegal Restraint Termination), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement Mergers by a Governmental Entity pursuant in connection with the matters set forth in Section 6.1(c)(i), or (B) Section 7.1(g) (Outside Date Termination), and at the time of any such termination under Section 7.1(b) (Legal Restraint Termination) or Section 7.1(g) (Outside Date Termination), (x) one or more of the conditions set forth in Section 6.1(c)(i) or Section 6.1(d) (to the HSR Act or any other applicable antitrust Lawextent related to the matters set forth in Section 6.1(c)(i)) have has not been satisfied or waived and (B) the condition set forth in Section 6.1(a) has been satisfied, (Cy) all of the other conditions to Closing set forth in Section 6.1 and Section 6.3 6.2 have been satisfied (or waived, other than any such those conditions that by their nature are to be satisfied at the Closing (if Closing; provided that such conditions would be are then capable of being satisfied were assuming the Closing to occur at Date was the date of such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(itermination), then then, in each case, Parent shall pay the applicable Parent Termination Fee to the Company, such payment to be made (1) no later than three (3) Business Days after the date of such termination for a termination contemplated by the foregoing clauses (i), (iii) or (iv) and (2) prior to or concurrently with such termination for a termination contemplated by the foregoing clause (ii). Promptly (and in any event no later than two (2) Business Days) following a termination pursuant to the foregoing clause (iv), the Company as promptly as practicable shall irrevocably elect in writing to accept or decline the Parent Termination Fee (andthe “Company Election”); provided that, in any event, the event that the Company does not deliver a Company Election within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or , the Company pursuant shall be deemed to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant have irrevocably elected to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay accept the Parent Termination Fee to Fee. If the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay has declined the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b)Fee, together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person Election shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment constitute an irrevocable waiver of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) If this Agreement is validly terminated by Parent or (A) the Company pursuant to Section 7.1(b8.1(d)(ii) and, at the time of such termination, (Aor Section 8.1(d)(iv) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Company or Parent pursuant to Section 6.1(a8.1(b)(i) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach time as this Agreement was terminable by the Company of its obligations under pursuant to Section 5.1 8.1(d)(ii) or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i8.1(d)(iv), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (andpromptly, but in any event, within no event later than two (2) Business Days following such terminationafter termination of this Agreement, pay (or cause to be paid to) by wire transfer the Company a fee in the amount of immediately available funds; or$10,439,000 (the “Parent Termination Fee”). (ii) this Agreement is terminated by Parent or For the Company pursuant to Section 7.1(c)avoidance of doubt, only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee shall be payable only once with respect to the Company as promptly as reasonably practicable this Section 9.4(c) and not in duplication even though such payment may be payable under one or more provisions hereof. (and, in any event, within two (2iii) Business Days following such termination) by wire transfer of immediately available funds. In no event shall If Parent be required fails to pay the Parent Termination Fee or any portion thereof and the Company commences a Proceeding which results in an Order against Parent for the Parent Termination Fee or any portion thereof, Parent shall pay the Company its fees, costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such Proceeding, together with interest on more than one occasion. Upon the Parent Termination Fee (or any portion thereof that has not been paid timely in accordance with this Agreement) from and including the date payment by Parent of such amount was due through the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made. (iv) Notwithstanding anything in this Agreement to the contrary, but subject to Section 9.9, the Company’s right to terminate this Agreement and receive payment of the Parent Termination Fee as and when required by this pursuant to Section 7.3(b9.4(c)(i), together with any fees, costs, expenses and interest all amounts payable pursuant to Section 7.3(c9.4(c)(iii) and all amounts owed pursuant to Section 6.15(d), none shall constitute the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company and the Company Related Parties against Parent, its Subsidiaries or Merger Sub, the Equity Investor and their respective formerAffiliates, current or future officers, directors, partners, stockholders, managers, members, Affiliates the Financing Sources and Representatives shall have any further liability with other Parent Related Parties for all losses and damages in respect to of this Agreement (or the termination thereof) or the transactions contemplated by this Agreement (or the failure of such transactions to the Company occur for any reason or its Affiliates or Representatives, and none of the Company Related Parties for no reason) or any other Person shall be entitled to bring breach (whether willful (including a Willful Breach), intentional, unilateral or maintain otherwise) of any claimrepresentation, action warranty, covenant or proceeding against Parent, Merger Sub agreement or any otherwise in respect of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement oral representation made or alleged to be consummated or for a breach or failure to perform hereunder or otherwisemade in connection herewith, and upon payment of the Parent Termination FeeFee to the Company pursuant to Section 9.4(c)(i), together with all amounts payable pursuant to Section 9.4(c)(iii) and all amounts owed pursuant to Section 6.15(d), (A) none of the Parent Related Parties shall have any further liability or obligation to any of the Company Related Parties relating to or arising out of this Agreement, the Limited Guaranty, the Equity Commitment Letter or the transactions contemplated hereby or thereby, (B) none of the Company Related Parties shall seek to recover any other damages or seek any other remedy (whether at law, in equity, in contract, in tort or otherwise) with respect to any losses or damages suffered in connection with this Agreement or the transactions contemplated by this Agreementhereby, except, and (C) in each case, no event shall Parent or Merger Sub be subject to (nor shall any Company Related Party seek to recover) monetary damages in excess of an amount equal to an aggregate amount equal to the extent provided sum of (I) the Parent Termination Fee, (II) the amount payable under Section 9.4(c)(iii) and (III) the amount payable under Section 6.15(d) (the “Parent Liability Cap”), for any losses or other liabilities arising out of or in connection with breaches (whether willful (including any Willful Breach), intentional, unilateral or otherwise) by Parent or Merger Sub of its representations, warranties, covenants and agreements contained in this Agreement or arising from any claim or cause of action that any Company Related Party may have with respect thereto, including in respect of any oral representation made or alleged to be made in connection herewith or therewith. While the Company may pursue both a grant of specific performance of the type contemplated by Section 7.29.9 and the Equity Commitment Letter and the payment of the Parent Termination Fee pursuant this Section 9.4(c), as the case may be, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in the consummation of the Offer and payment of the Parent Termination Fee. (v) Any amounts payable pursuant to this Section 9.4(c) shall be paid to the Company by wire transfer of immediately available funds. The Company shall promptly provide Parent upon request therefor the wire transfer information required to make any payments pursuant to this Section 9.4(c).

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) If this Agreement is validly terminated by Parent or the Company (A) either party pursuant to Section 7.1(b10.01(b)(i) or Section 10.01(b)(ii) (only if such order, decree, ruling or other action is in respect of the matters set forth in Section 9.01(c)) and, in each case, at the time of such termination, (A) one or more both of the conditions set forth in Section 6.1(b9.01(c) and or Section 6.1(c9.01(a) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) extent relating to the condition matters set forth in Section 6.1(a9.01(c)) has shall not have been satisfied, (C) satisfied but all of the other conditions to Closing set forth in Section 6.1 and Section 6.3 Article 9 shall have been satisfied or waived, as applicable (other than any such except for those conditions that which by their nature are to be satisfied at the Closing (if Closing; provided that such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (take place on such as, Section 5.12 and Section 5.15)date) or waived and (DB) no breach by the Company pursuant to Section 10.01(d)(ii) as a result of its obligations under a material breach by Parent of Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)8.01, then Parent shall pay the Parent Termination Fee or cause to be paid to the Company as promptly as practicable in immediately available cash $815,000,000 (and, in any event, the “Parent Termination Fee”) within two (2) Business Days following after such termination) by wire transfer of immediately available funds; or. (ii) In the event that this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay circumstances where the Parent Termination Fee to is due and payable and the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event or its designee shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the have received full payment by Parent of the Parent Termination Fee as and when required by pursuant to this Section 7.3(b11.04(c) and any other amounts due pursuant to the second sentence of Section 11.04(d), together with the receipt of the Parent Termination Fee and such other amounts shall be deemed to be liquidated damages for any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parentall losses or damages suffered or incurred by the Company, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have or any further liability other Person in connection with respect to this Agreement or (and the termination hereof), the transactions contemplated by this Agreement to (and the Company abandonment thereof) or its Affiliates or Representativesany matter forming the basis for such termination, and none of the no Company Related Parties Party or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates the Parent Related Parties arising out of of, relating to, or in connection with with, this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination; provided, excepthowever, that nothing in each case, this Section 11.04(c)(ii) or Section 11.04(c)(iii) below shall limit the rights of the Company in the case of intentional fraud. (iii) Subject to the extent provided proviso in Section 7.2. The 11.04(c)(ii), the Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b11.04(c) and any other amounts due pursuant to the second sentence of Section 11.04(d) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for in any loss suffered as a result of circumstance in which the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwiseParent Termination Fee becomes due and payable, and upon payment of the Parent Termination FeeFee and such other amounts, none of the Parent Related Parties shall have any further liability or obligation relating to or to, arising out of of, or in connection with, this Agreement or the transactions contemplated by this Agreement. For the avoidance of doubt, exceptthe Company may seek specific performance to cause Parent to consummate the Merger in accordance with Section 11.13 or the payment of the Parent Termination Fee pursuant to this Section 11.04(c), but in no event shall the Company be entitled to both (A) equitable relief ordering Parent to consummate the Merger in accordance with Section 11.13 and (B) the payment of the Parent Termination Fee pursuant to this Section 11.04(c). (iv) Notwithstanding anything to the contrary contained herein, in each case, no event shall Parent be required to pay the extent provided in Section 7.2Parent Termination Fee on more than one occasion whether or not the Parent Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and upon the occurrence of different events.

Parent Termination Fee. Any provision in In the event that this Agreement is validly terminated (i) (A) by the Company or by Parent in accordance with Section 8.01(b)(i), (B) the Company has not breached in any material respect any of its covenants or other agreements hereunder such that the condition to Closing set forth in Section 7.01(c) would not be satisfied, and (C) all conditions to Closing (other than the condition to Closing set forth in Section 7.01(c) and other than those that by their terms are to be satisfied at the Closing) have been satisfied or waived except for the condition set forth in Section 7.01(c), or (ii) (A) by the Company or by Parent in accordance with Section 8.01(b)(ii), (B) the Company has not breached in any material respect any of its covenants or other agreements hereunder such that the closing condition set forth in Section 7.01(b) would not be satisfied, and (C) all conditions to Closing (other than the condition to Closing set forth in Section 7.01(b) and other than those that by their terms are to be satisfied at the Closing) have been satisfied or waived , or (iii) if the Company validly terminates this Agreement pursuant to Section 8.01(c)(i) or Section 8.01(c)(ii); then Parent shall pay or cause to be paid to the contrary notwithstandingCompany promptly (but in any event no later than five (5) Business Days after the date of such termination) a fee of US$12,000,000 (twelve million United States dollars) (the “Parent Termination Fee”), by wire transfer of same day funds to one or more accounts designated in writing by the Company. In addition, in the event that: that (ix) this Agreement is validly terminated by Parent or either the Company pursuant to Section 7.1(b) and, at the time of such terminationor Parent in accordance with 8.01(b)(i), (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (By) the condition set forth in Section 6.1(a7.02(e) has not been satisfied, satisfied or waived by Parent on or prior to the Termination Date and (Cz) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied to Closing (other than any such conditions those that by their nature terms are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust LawClosing) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) Parent will pay, or Section 6.3 shall not cause to be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunctionpaid, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required an amount equal to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment 33.3% of the Parent Termination Fee, none of the Parent Related Parties shall have such payment to be made promptly (but in any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2event no later than five (5) Business Days) following such termination.

Parent Termination Fee. Any provision in (a) In the event that this Agreement to the contrary notwithstanding, in the event that: has been terminated (i) this Agreement is terminated by the Company pursuant to Section 8.1(e)(iii), (ii) by the Company pursuant to Section 8.1(e)(iv) or (iii) by Parent or the Company pursuant to Section 7.1(b8.1(b) anddue to a final and nonappealable order, at the time of such termination, (A) one decree or more ruling enjoining or prohibiting or otherwise making illegal consummation of the conditions set forth Merger, in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b)each case, only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or under any other applicable antitrust Antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available fundstermination Parent shall pay or cause to be paid to the Company an aggregate amount equal to $41,639,000 (the “Parent Termination Fee”); or (ii) provided, however, that in the event that this Agreement is so terminated by Parent or after April 26, 2014, the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the “Parent Termination Fee Fee” shall be an aggregate amount equal to the Company as promptly as reasonably practicable (and, $48,045,000. The parties understand and agree that in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon . (b) Notwithstanding anything to the contrary in this Agreement, except in the case of fraud or a willful and material breach of this Agreement, if Parent and Purchaser fail to complete the Closing by the date the Closing is required to have occurred pursuant to Section 1.2 or fail to perform hereunder as a result of a Financing Failure or a failure to satisfy the condition set forth in Section 7.1(c), then the Company’s and its Affiliates’ sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against Parent, Purchaser, their Affiliates, the Financing Sources and their respective Representatives and assignees for any breach, loss or damage shall be to terminate this Agreement and receive payment by Parent of the Parent Termination Fee as and when required only to the extent provided by this Section 7.3(b8.4(a), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries Purchaser, their Affiliates, the Financing Sources or their respective former, current Representatives or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall assignees will have any further liability with respect to this Agreement or the transactions contemplated by this Agreement obligation to the Company or any of its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreementin respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, exceptwhether at law or equity, in each casecontract, to the extent provided in tort or otherwise. The Financing Sources (and such Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) are express third party beneficiaries of this Section 7.28.4(b).

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (ia) The parties agree that if this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.1(i), then Parent shall pay the Parent Termination Fee (or cause to be paid) to the Company as promptly as practicable (andCompany, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days Days) following such termination, $221,516,727 (the “Parent Termination Fee”). (b) All payments under this Section 7.4 shall be made by wire transfer of immediately available fundsfunds to an account designated in writing by the Company. (c) Each of the parties acknowledges that the agreements contained in this Section 7.4 are an integral part of the Transactions, and that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. In For the avoidance of doubt, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon , whether or not the Parent Termination Fee may be payable pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. (d) Notwithstanding anything to the contrary contained in this Agreement, (i) in circumstances where the Parent Termination Fee is payable in accordance with Section 7.4(a), (A) the payment by Parent of the Parent Termination Fee as shall not be a penalty and when required shall constitute liquidated damages for any and all losses suffered or incurred by the Company or any other Person in connection with this Section 7.3(b)Agreement, together the amount of which would otherwise be impossible to calculate with precision, and (B) the Company’s right to terminate this Agreement and receipt of the Parent Termination Fee (if received) from or on behalf of Parent or the Guarantor (solely to the extent provided under the Guaranty) shall be the Company and its Subsidiaries’ and their respective affiliates’ sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any feesassessment, costsby any legal or equitable Proceeding, expenses and interest payable pursuant to Section 7.3(c)by virtue of any statute, none regulation or applicable Laws or otherwise) against any of Parent, its Subsidiaries Merger Sub, or any of their respective former, current or future officersdirect or indirect equity holders, general or limited partners, controlling Persons, shareholders, members, managers, directors, partnersofficers, stockholdersemployees, managersaffiliated (or commonly advised) funds, membersrepresentatives, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representativesagents, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claimaffiliates, action or proceeding against Parent, Merger Sub or any of their respective Affiliates assignees or successors, or any former, current or future director or indirect equity holder, general or limited partner, controlling Person, shareholder, member, manager, director, officer, employee, affiliate, affiliated (or commonly advised) fund, representative, agent, assignee or successor of any of the foregoing (collectively, the “Parent Related Parties”), or the lenders, agents, underwriters, commitment parties and arrangers of any Debt Financing (including pursuant to the Debt Commitment Letter or any Debt Fee Letter or any credit agreements, loan agreements, joinders or indentures relating to the Debt Financing) or any Financing Sources, together with their respective affiliates, and their respective affiliates’ officers, directors, employees, controlling persons, advisors, attorneys, agents and representatives, and their respective successors and assigns, including any successors or assigns via joinder agreements or credit agreements related thereto (each, a “Lender Related Party” and, collectively, the “Lender Related Parties”), for any and all losses, liabilities, damages, costs and expenses suffered as a result of, based upon, arising out of of, or in connection with relating to (1) this Agreement, the Debt Commitment Letter, the Debt Fee Letters, the Guaranty, the Equity Commitment Letter or any of the transactions other agreements, instruments, and documents contemplated by hereby or executed in connection herewith, and the Transactions, (2) any breach (or threatened or alleged breach) or failure (or threatened or alleged failure) to perform under this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties other documents delivered herewith or executed in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated connection herewith or for a otherwise (whether such breach or failure to perform hereunder is knowing, deliberate, willful, unintentional, a Willful and Material Breach or otherwise), (3) the failure of the Merger or the other Transactions to be consummated (including the funding of the Financing), or (4) any oral representation made or alleged to have been made in connection herewith or therewith (the items described in clauses (1) through (4) above, collectively, the “Transaction Related Matters”), and upon payment of the Parent Termination Fee, none of the Parent Related Parties no such Person shall have any further liability or obligation relating to or arising out of any Transaction Related Matters (except that Parent shall also be obligated with respect to (I) its indemnification and expense reimbursement obligations contained in Section 5.11(c) and (II) reimbursement of the costs and expenses of enforcement and payment of interest described in the immediately following sentence), and (ii) in circumstances where the Parent Termination Fee is not payable in accordance with Section 7.4(a), the Company may seek to recover monetary damages from Parent for a Willful and Material Breach (but, for the avoidance of doubt, not for any other breach or failure to perform hereunder) that occurs prior to such termination, provided that, notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that (x) the maximum aggregate liability of Parent, Merger Sub and the Parent Related Parties for monetary damages relating to or arising out of this Agreement or the transactions contemplated Transactions, including any breach or failure to perform hereunder (whether such breach or failure to perform is knowing, deliberate, willful, unintentional, a Willful and Material Breach or otherwise), or the failure of the Merger or the other Transactions to be consummated, shall not exceed an amount equal to $221,516,727 and in no event shall the Company or any of the Company Related Parties seek or be entitled to obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary damages (including any consequential, special, indirect or punitive damages) from Parent or any of the Parent Related Parties in excess of such amount, and (y) for the avoidance of doubt, neither the Company nor any of the Company Related Parties shall be permitted or entitled to receive both the Parent Termination Fee, on the one hand, and to seek monetary damages, awards, fees or other amounts against Parent, Merger Sub or any of the Parent Related Parties for any losses suffered by the Company or any of the Company Related Parties in connection with any Transaction Related Matters, on the other hand. In addition, if Parent fails to pay in a timely manner the fees pursuant to this Section 7.4, then (i) Parent shall reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented fees and expenses of counsel) incurred in the collection of such payment, up to $10,000,000 in the aggregate, and (ii) Parent shall pay to the Company interest on such unpaid fees from and including the date payment of such amounts was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding). (e) For the avoidance of doubt, while the Company may pursue a grant of specific performance under Section 8.13 (subject to the conditions and limitations set forth therein) prior to termination of this Agreement pursuant to Section 7.1 and/or the payment of the Parent Termination Fee or other monetary damages under this Section 7.4 (subject to the conditions and limitations set forth herein) following the termination of this Agreement, exceptunder no circumstances shall the Company or any of its affiliates be permitted or entitled to seek or receive both a grant of specific performance in accordance with Section 8.13, in each caseon the one hand, and payment of all or a portion of the Parent Termination Fee or any other monetary damages from Parent or any Parent Related Party under this Section 7.4 (subject to the extent provided in Section 7.2conditions and limitations set forth herein), on the other hand.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in In the event that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.1(i), then Parent shall pay pay, as liquidated damages and not as a penalty, $135,000,000 (the Parent Termination Fee “Financing Failure Fee”) to the Company as promptly as practicable (and, and in any event, event within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement Notwithstanding anything to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or contrary in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to terminate this Agreement and receive payment from Parent of the Parent Termination Financing Failure Fee pursuant to this Section 7.3(b7.2(c) shall be the sole and exclusive remedy of the Company Related and its Affiliates against Parent, Merger Sub, the Financing Sources Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates, employees, agents or other Representatives (“Parent Related Parties Parties”) for any loss suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the transactions contemplated by Merger to be consummated, or in respect of any oral representation made or alleged to be have been made in connection herewith, in each case, in any circumstance in which the Company is permitted to terminate this Agreement and receive the Financing Failure Fee pursuant to be consummated or for a breach or failure to perform hereunder or otherwise, this Section 7.2(c) and upon payment of the Parent Termination Feesuch amounts, none of the Parent, Merger Sub or any Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that Parent shall remain obligated for any reimbursement or indemnification obligations of Parent pursuant to the final two sentences of Section 5.11(b)) or in respect of any other document or theory of law or equity or in respect of oral representations made or alleged to be made in connection herewith, whether in equity or at law, in contract, in tort or otherwise. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, neither Parent nor Merger Sub shall be deemed to be in breach of this Agreement or to have failed to perform any of its obligations under this Agreement, exceptincluding for purposes of Section 7.1(f), in each case, solely as a result of the failure of Parent and Merger Sub to consummate the transactions contemplated by this Agreement on the date the Closing was required to have occurred pursuant to Section 1.2 due to the extent provided proceeds of the Financing not being available in Section 7.2full pursuant to the Financing Commitments or any other definitive agreements relating thereto (or any amendment, replacement or supplement to any such Financing Commitments or definitive agreements).

Parent Termination Fee. Any provision in Parent agrees that Parent shall pay to the Company an amount equal to $1,925,000 (the “Parent Termination Fee”) if this Agreement is validly terminated pursuant to Section 9.01(k). If the Parent Termination Fee is payable, the Parent Termination Fee shall be paid by Parent as directed by the Company in writing in immediately available funds as soon as is reasonably practicable following the date of termination of this Agreement by the Company, but in any event no more than two Business Days following such date. Notwithstanding anything to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such terminationAgreement, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by if this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to may be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c9.01(k), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this (plus the amounts payable under Section 7.3(b9.03(d), together with any fees, costs, expenses if any) shall be the Company's sole and interest payable pursuant to Section 7.3(c), none exclusive remedy of the Company and its Subsidiaries against Parent, its Subsidiaries or MergerSub, the Lenders and any of their respective former, current current, or future officers, directors, general or limited partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement directors, officers, affiliates or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none agents (each of the Company Related Parties or any other Person shall be entitled to bring or maintain any claimforegoing, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the “Parent Related Parties Parties”) for any loss suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the transactions contemplated by this Agreement Merger to be consummated or for a breach or failure to perform hereunder or otherwiseany reason, and upon the payment by Parent of the Parent Termination Feesuch amounts when due in accordance with this Agreement, none of Parent, MergerSub or the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement (or the termination of this Agreement) or the transactions contemplated by this Agreement (or the abandonment thereof) other than with respect to the Confidentiality Agreement; and (B) none of the Company, its Subsidiaries or Company Related Parties shall have any rights or claims against any Investor or Lender in connection with this Agreement, exceptthe Commitment Letters or the Financing, whether at law or equity, in each casecontract, in tort or otherwise. Notwithstanding the foregoing, nothing contained in this Section 9.03(c) shall restrict the Company's rights to seek specific performance pursuant to the extent provided in terms of Section 7.210.06.

Parent Termination Fee. Any Notwithstanding any provision in this Agreement to the contrary notwithstandingcontrary, in the event that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b7.1(b) and or Section 6.1(c7.1(c) (with respect to Section 6.1(b7.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement Transactions by a Governmental Entity in the U.S. pursuant to the HSR Act or any other applicable antitrust Antitrust Law, the Specified Laws or in connection with the Specified Regulatory Approvals) have not been satisfied or waived waived, (B) the condition set forth in Section 6.1(a7.1(a) has been satisfied, and (C) all of the other conditions set forth in Section 6.1 7.3(a), Section 7.3(b) and Section 6.3 7.3(c) have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time)); or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(c) as the result of a Legal Restraint issued or granted in respect of the Transactions by a Governmental Entity in the U.S. pursuant to the HSR Act or any other applicable Antitrust Law, the Specified Laws or in connection with the Specified Regulatory Approvals and, at the time of such termination the condition set forth in Section 7.1(a) has been satisfied and one or more of the conditions set forth in Section 7.1(b) and other than Section 7.1(c) (with respect to Section 7.1(b), as the result of a Legal Restraint issued or granted in respect of the Merger or the other Transactions by a Governmental Entity in the U.S. pursuant to the HSR Act or any other applicable Antitrust Law, the Specified Laws or in connection with the Specified Regulatory Approvals) have not been satisfied or waived, and all of the other conditions set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(c) have been satisfied or waived (other than any such covenants that, conditions that by their nature, nature are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of at the Closing (if such conditions listed would be satisfied were the Closing to occur at such time)); then, in clause (A) of this Section 7.3(b)(i)each case, then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two three (23) Business Days following the date of such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant funds to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach account designated by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available fundsCompany. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b8.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c)the Enforcement Expenses, none of Parent, its Subsidiaries the Parent Related Parties or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives any Debt Financing Source shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement Transactions to the Company Related Parties or any other Person, except to the extent provided in Section 8.2. Payment of the Parent Termination Fee pursuant to this Section 8.3(b), together with the Enforcement Expenses, shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company, any of its Affiliates or RepresentativesRepresentatives or any other Person in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and upon such payment, none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action Action or proceeding Legal Proceeding against Parent, Merger Sub any of the Parent Related Parties or any of their respective Affiliates Debt Financing Source arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement Transactions or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.28.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) 8.3(b), together with the Enforcement Expenses, shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b8.3(b) against any of the Parent Related Parties or any Debt Financing Source for any loss suffered as a result of the failure of the transactions contemplated by this Agreement Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties or any Debt Financing Source shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this AgreementTransactions, except, in each case, to the extent provided in Section 7.28.2.

Parent Termination Fee. Any provision in this Agreement to Parent shall pay the contrary notwithstanding, in Company a termination fee of Two Hundred Million Dollars ($200,000,000) (the event that: (i“Regulatory Termination Fee”) if this Agreement is terminated by Parent or the Company as follows: if (i) either Party shall terminate this Agreement pursuant to Section 7.1(b) andor 7.1(c), at (ii) as of the time date of such termination the HSR Clearance shall not have occurred or any decree, judgment, injunction or other order (in each case that relates to antitrust Laws) that prevents, prohibits or delays the consummation of the transactions contemplated hereby exists or is in effect, (iii) immediately before such termination, (A) one or more of the conditions set forth in Section 6.1(bSections 6.1(a), 6.2(a), 6.2(b) and Section 6.1(c6.2(d) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 shall have been satisfied and (other than any such conditions that by their nature are iv) the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than performed by or complied with respect by it under this Agreement prior to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)termination, then Parent shall pay the Parent Regulatory Termination Fee to the Company as promptly as practicable (and, in any event, by wire transfer of same-day funds within two (2) Business Days following such termination) by wire transfer . For the avoidance of immediately available funds; or (ii) this Agreement is terminated by doubt, Parent or has an obligation to pay the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by Regulatory Termination Fee notwithstanding that a Governmental Entity pursuant to has required that Parent and/or the HSR Act Company (or any other applicable antitrust Law and, at the time of such termination, (Atheir Subsidiaries) take one or more actions to obtain HSR Clearance that would, if taken, constitute a Material Adverse Effect on the Transaction. In the event that the Company shall receive full payment of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b)Regulatory Termination Fee, only as the result of a Legal Restraint issued or granted in respect receipt of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Regulatory Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b)Fee, together with any fees, costs, expenses and interest payable indemnification or reimbursement owed pursuant to Section 7.3(c7.3(d), none shall be deemed to be liquidated damages and the sole and exclusive remedy of Parent, the Company and its Subsidiaries or and shareholders against Parent and Merger Sub and each of their respective former, current or future officersequity holders, controlling persons, directors, officers, employees, agents, general or limited partners, stockholders, managers, management companies, members, shareholders, Affiliates, Representatives or assignees and any and all former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, shareholders, Affiliates or assignees of any of the foregoing, and Representatives any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, (each, a “Parent Related Party,” and collectively, the “Parent Related Parties”) and no Parent Related Party shall have any further other liability or obligation for any or all losses or damages suffered or incurred by the Company or any other Company Related Party in connection with respect to this Agreement or (and the termination hereof), the transactions contemplated by this Agreement to hereby (and the abandonment thereof) or any matter forming the basis for such termination, and neither the Company or its Affiliates or Representatives, and none of the nor any other Company Related Parties or any other Person Party shall be entitled to bring or maintain any other claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates other Parent Related Party arising out of this Agreement or in connection with this Agreement, any of the transactions contemplated by this Agreement hereby or any matters forming the basis for such termination, except, . For the avoidance of doubt (1) under no circumstances will the Company be entitled to amounts in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent excess of the Parent amount of the Regulatory Termination Fee (and any payment pursuant to this Section 7.3(b7.3(d)) shall be the sole and exclusive remedy of (2) while the Company Related Parties may pursue both a grant of specific performance in circumstances where accordance with Section 8.10 and the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Regulatory Termination Fee under this Section 7.3, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in a Closing and any portion of the Regulatory Termination Fee. The Parties acknowledge and agree that in no event shall Parent be required to pay the Regulatory Termination Fee on more than one occasion, none of whether or not the Parent Related Parties shall have any further liability or obligation relating to or arising out Regulatory Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2occurrence of different events.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by In the event that (A) either Parent or the Company terminates this Agreement pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more any of the conditions set forth in Section 6.1(b) and or Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) shall not have not been satisfied or waived (to the extent permitted by applicable Law) or (B) either Parent or the condition Company terminates this Agreement pursuant to Section 7.1(c) and, in the case of this clause (B), at the time of such termination, all of the conditions set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 shall have been satisfied or waived (to the extent permitted by applicable Law) (other than any such conditions that are by their nature are or terms to be satisfied by actions taken at the Closing Closing; provided, that (if 1) such conditions would could be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (on the date of such astermination, Section 5.12 and Section 5.15)) or waived and (D2) no a breach by the Company of its obligations under Section 5.1 or Section 5.7 has been 5.3 is not the principal primary cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay the Parent Termination Fee Restraint giving rise to the Company as promptly as practicable (and, in any event, within two (2termination right under Section 7.1(b) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result failure of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and or Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant be satisfied prior to the HSR Act or any other applicable antitrust LawOutside Date) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee pay, or cause to be paid, to the Company as promptly as reasonably practicable an amount equal to $154,000,000 (and, in any event, within two (2) Business Days following such terminationthe “Parent Termination Fee”) by wire transfer of immediately available fundsfunds to an account designated in writing by the Company within three Business Days after termination of this Agreement. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon . (ii) In circumstances where the payment by Parent Termination Fee is paid in accordance with this Section 7.3, the Company’s receipt of the Parent Termination Fee as from or on behalf of the Parent shall be the Company’s and when required its Affiliates’, successors’ and assigns’ sole and exclusive remedy (whether based in contract, tort or strict liability, by this Section 7.3(bthe enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable laws or otherwise), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of against Parent, its Subsidiaries or Merger Sub I and Merger Sub II and any of their respective former, current or future officersdirect or indirect equity holders, general or limited partners, controlling persons, stockholders, shareholders, members, managers, directors, partnersofficers, stockholdersemployees, managers, membersagents, Affiliates and Representatives shall have any further liability with respect to this Agreement or assignees (collectively, the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the “Parent Related Parties Parties”) for any loss all losses and damages suffered as a result of the failure of the Mergers or the other transactions contemplated by this Agreement to be consummated or consummated, for a any breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Feesuch amount, none of the Parent Related Parties no such Person shall have any further liability or obligation relating to or arising out of this Agreement Agreement, the Equity Commitment Letter or the transactions contemplated by this Agreement or the Equity Commitment Letter, other than with respect to the Confidentiality Agreement, exceptSection 5.2(b), in each caseSection 5.7, the last two sentences of Section 5.15, Section 5.16(b) and the obligations under the second sentence of Section 7.3(c); provided, however, that no such payment shall relieve the Parent Related Parties of any liabilities or damages resulting from any Fraud or Willful Breach of this Agreement or the Equity Commitment Letter that occurs prior to the extent provided in Section 7.2termination of this Agreement.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) In the event this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b7.3(a) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b7.3(c), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable an amount equal to $6,750,000 (and, in any event, within two (2) Business Days following such terminationthe “Parent Termination Fee”) by wire transfer of immediately available funds; or funds within seven (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (27) Business Days following such termination. Parent and the Company acknowledge that (A) by wire transfer of immediately available funds. In the Parent Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company in circumstances in which the Parent Termination Fee is payable, which amount would otherwise be impossible to calculate with precision and (B) in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon . (ii) Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance, and equitable relief rights, as and only to the extent expressly permitted by Section 8.12, (i) the Company’s right to terminate this Agreement pursuant to Section 7.3(a) or Section 7.3(c) and to receive payment by Parent of the Parent Termination Fee as and when required in the circumstances in which it is payable by this Section 7.3(b), together with any fees, costs, expenses and interest payable Parent pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b7.5(f)(i) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort, or otherwise) of the Company Related Parties in circumstances where and any of its Affiliates against Parent and any of its Affiliates or any of its or their respective former, current, or future shareholders, partners, members, or Representatives, any Debt Financing Sources and the Equity Investor (each, a “Parent Termination Fee is payable pursuant Party”) for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Section 7.3(b) against Agreement and the Parent Related Parties for Financing, including the breach of any loss suffered as a result representation, warranty, covenant, or agreement in this Agreement, the termination of this Agreement, or the failure of to consummate the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, Contemplated Transactions and (ii) upon payment of the Parent Termination FeeFee to the Company, none of Parent or any of its Affiliates, or any of its or their respective former, current, or future shareholders, partners, members, or Representatives, any of the Parent Related Parties Debt Financing Sources or the Equity Investor shall have any further liability or obligation relating to or arising out of this Agreement or the Financing, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the Contemplated Transactions. (iii) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that if the Closing does not occur, the maximum aggregate liability of Parent and the Parent Parties for monetary damages relating to or arising out of this Agreement, the Debt Financing, or the Cash Equity, including the breach of any representation, warranty, covenant, or agreement in this Agreement (whether an Intentional Breach or otherwise), the termination of this Agreement, or failure to consummate the transactions contemplated by this Agreement, exceptshall be limited to an amount equal to the Parent Termination Fee and any amounts owing under Section 5.20(e), and in each caseno event shall the Company or any of its Affiliates seek to recover any money damages in excess of such amount. In no event will the Company or any of the Company’s former, current and future Affiliates, assignees, stockholders, controlling persons, directors, officers, employees, agents, attorneys and other Representatives seek or obtain, nor will they permit any of their Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Parent Party with respect to this Agreement, the Subscription Agreements, the Support Agreements, the CVR Agreement, the Commitment Letters, the Guaranty, the Confidential Disclosure Agreements or the Contemplated Transactions (including any breach by any Parent Party), the termination of this Agreement, the failure to consummate the Contemplated Transactions thereby or any claims, proceedings or actions under applicable Laws arising out of any such breach, termination or failure (including in the event of a fraud or Intentional Breach), other than from Parent or Merger Sub to the extent expressly provided for in this Agreement. (iv) For the avoidance of doubt, while the Company may pursue a grant of specific performance under Section 7.28.12 prior to termination of this Agreement and/or the payment of the Parent Termination Fee under this Section 7.5 following the termination of this Agreement, under no circumstances shall the Company be permitted or entitled to receive from Parent both a grant of specific performance in accordance with Section 8.12 on the one hand, and payment of all or a portion of the Parent Termination Fee (or any other monetary damages), on the other hand.

Parent Termination Fee. Any provision in (a) In the event that this Agreement to has been terminated by the contrary notwithstanding, in the event that: Company or Parent (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b10.01(b)(i) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a9.01(a) or Section 9.01 (b)(i) has not been satisfiedsatisfied on or before the End Date, or (Cii) all pursuant to Section 10.01(b)(ii) due to a final and non-appealable Order enjoining, restraining or otherwise preventing consummation of the other conditions set forth Merger, in Section 6.1 and Section 6.3 have been satisfied (other than each case, under any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than Applicable Laws with respect to such covenants thatantitrust, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) competition or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)merger controls, then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by , Parent or shall pay to the Company pursuant an amount equal to Section 7.1(c$45,000,000 (the “Parent Termination Fee”), only as provided, however, that if the result of an Order failure to consummate the Merger on or injunction issued or granted in respect of before the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as End Date is the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no material breach by the Company of its material obligations under Section 5.1 8.01 hereof that directly results in the failure of the condition set forth in Section 9.01(a) or Section 5.7 has been 9.01(b)(i) hereof to be satisfied and in the principal cause event of any such material breach by the Company, Parent shall have given the Company prompt written notice of such breach and the opportunity to cure such breach, then no Parent Termination Fee shall be payable by Parent to the Company. Notwithstanding anything to the contrary in this Agreement, except in the case of a Willful Breach of Section 8.01(b) of this Agreement by Parent or Merger Subsidiary, if Parent and Merger Subsidiary fail to complete the Closing as a result of the imposition of such Order failure to satisfy the condition set forth in Section 9.01(a) or injunctionSection 9.01(b)(i), then the Company’s sole and exclusive remedy (whether in contract, in tort, at law or otherwise) against Parent and Merger Subsidiary for any breach, loss or damage shall pay be to terminate this Agreement and receive payment of the Parent Termination Fee and neither Parent nor Merger Subsidiary will have any liability or obligation to the Company as promptly as reasonably practicable (and, relating to or arising out of this Agreement or in respect of any event, within two (2) Business Days following such termination) by wire transfer other document or theory of immediately available fundslaw or equity. In The parties understand and agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon In the payment event of a Willful Breach of Section 8.01(b) of this Agreement, in each case by Parent or Merger Subsidiary, the Company shall have the right to ▇▇▇ for damages which are in excess of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none (including damages based on loss of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any economic benefits of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, hereby to the extent provided in Section 7.2. The Company’s right to receive payment from Securityholders). In the event of any Willful Breach by Parent or Merger Subsidiary of the any representation, warranty, covenant or agreement contained herein (other than Section 8.01), Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole fully liable for any and exclusive remedy of all liabilities and damages incurred or suffered by the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of such breach, the failure amount of the transactions contemplated by this Agreement to which may be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of greater than the Parent Termination Fee, none . (b) The parties acknowledge that the agreements contained in this Section 10.03 are an integral part of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, exceptand that, without these agreements, neither Parent nor the Company would have entered into this Agreement; accordingly, if Parent fails to promptly pay any amounts due pursuant to this Section 10.03 and, in each caseorder to obtain such payment, the Company commences a suit which results in a judgment against Parent for the amount of the Parent Termination Fee set forth in this Section 10.03, Parent shall pay the Company’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses of enforcement) in connection with such suit, together with interest on the amounts owed at the prime lending rate prevailing at such time, as published in the Wall Street Journal from the date such amounts were required to be paid until the extent provided in Section 7.2date actually received by the Company.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in (a) In the event that: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b8.1(g), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay or cause to be paid the amount of $17,920,000 (the “Parent Termination Fee Fee”) to the Company as promptly soon as practicable after such termination (and, and in any event, event within two (2) Business Days following such termination) of receipt of the Company’s termination notice pursuant to Section 8.2), by wire transfer of immediately available fundssame day funds to one or more accounts designated by the Company; or (ii) this Agreement is terminated provided, however, any damages paid previously by Parent or Merger Sub to the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth proviso in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event 8.2 shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay deducted from the Parent Termination Fee payable pursuant to this Section 8.4(a). (b) Notwithstanding any provision of this Agreement to the contrary, the Company as promptly as reasonably practicable agrees that (and, in any event, within two (2i) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as (together with the costs and when required expenses referred to in Section 8.5, if applicable, and amounts payable by this Parent under Section 7.3(b6.9(b) (the second sentence thereof) and Section 9.11 (the proviso thereof)), together with if such payment is payable and actually paid, shall be the sole and exclusive remedy of the Company against the Parent Group and each Debt Financing Source under the Debt Commitment Letters, and (ii) in such event, no member of the Parent Group or any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives Debt Financing Source under the Debt Commitment Letters shall have any further liability or obligation, in any such case (clause (i) or (ii)) relating to, arising out of or with respect to this Agreement or any of the transactions contemplated by Transactions (whether relating to, arising out of or with respect to any matter(s) forming the basis for such termination or otherwise); provided, however, that the preceding sentence shall not affect the Company’s right to seek specific performance prior to the termination of this Agreement to the Company or its Affiliates or Representativesextent permitted pursuant to Section 9.13 hereof. Without limitation of the foregoing, and none of the Company Related Parties Company, any of its Affiliates or any other Person shall be entitled to bring or maintain any proceeding, claim, suit or action against, or proceeding against seek damages from, Parent, Merger Sub Sub, the Fund, any other member of the Parent Group or any Debt Financing Source under the Debt Commitment Letters in contravention of their respective the preceding sentence. Under no circumstances shall the Parent Termination Fee be payable more than once. (c) Subject to the Company’s right to seek specific performance of the Equity Commitment Letter pursuant to and to the extent permitted by Section 9.13(a), in no event shall the Company or its Affiliates arising out seek or permit to be sought on behalf of the Company any damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, from any member of the Parent Group other than Parent or, with respect to the Limited Guarantee, the Fund, in connection with this AgreementAgreement or the Transactions. The Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, any member of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, Parent Group (other than Parent to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, Fund to the extent provided in the Limited Guarantee or, subject to Section 7.29.13 of this Agreement, the Equity Commitment Letter), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent against the Fund or any other member of the Parent Group, by the enforcement of any assessment or by any legal or equitable Proceeding, by virtue of any applicable Law, or otherwise, except for its rights to recover from the Fund (but not any other member of the Parent Group (including any general partner or managing member)) under and to the extent provided in the Limited Guarantee or, subject to Section 9.13 of this Agreement, the Equity Commitment Letter, and subject to the other limitations described therein. The Company acknowledges that both Parent and Merger Sub are newly-formed companies and do not have any material assets except in connection with this Agreement or the Financing Commitments as expressly set forth herein and therein.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by If Parent or the Company terminates this Agreement pursuant to Section 7.1(b9.1(d) and, at the time of such termination, (A) one the condition set forth in Section 8.1(d) (solely because any such injunction or more order is in respect of, or any such Law is, the HSR Act or any other Applicable Antitrust Law) or Section 8.1(e) has not been satisfied and (B) all of the conditions set forth in Article VIII, other than the conditions set forth in Section 6.1(b) and Section 6.1(c8.1(d) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued solely because any such injunction or granted order is in respect of the Merger of, or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any such Law is, the HSR Act or any other applicable antitrust Applicable Antitrust Law) have not been satisfied or waived (BSection 8.1(e) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such those conditions that by their nature are to be satisfied at the Closing (if provided that such conditions to be satisfied at the Closing would be satisfied were as of the Closing to occur at time of such time) and other than with respect to such covenants that, by their nature, are only applicable termination if the Closing were to occur (on the date of such astermination), Section 5.12 and Section 5.15)) or waived shall have been satisfied or, to the extent permitted by applicable Law, waived, and (D1) no breach the Outside Date has not been extended as a result of an election by the Company of its obligations under Parent pursuant to Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i9.1(d)(ii), then Parent shall pay or cause to be paid to the Company the Regulatory Parent Termination Fee or (2) the Outside Date has been extended as a result of an election by Parent pursuant to Section 9.1(d)(ii), Parent shall pay or cause to be paid to the Company as promptly as practicable (andthe Extended Parent Termination Fee, in any event, each case within two (2) Business Days following business days after such termination. (ii) If the Company terminates this Agreement pursuant to Section 9.1(g), Parent shall pay or cause to be paid to the Company the Financing Parent Termination Fee, in each case within two business days after such termination. (iii) In the event any amount is payable by Parent pursuant to the preceding clauses (i) or (ii), such amount shall be paid by wire transfer of immediately available funds; or funds to an account designated in writing by the Company. The Company shall promptly provide wire transfer instructions in writing to Parent upon request (ii) this Agreement is terminated by and in any event with sufficient time to allow Parent to pay or cause to be paid to the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to payable hereunder within the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when time periods required by this Section 7.3(b9.2(c), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) Parent will pay to the Company or one or more Persons designated by the Company a termination fee of forty-six million six hundred thousand Dollars ($46,600,000) in cash (the “Parent Termination Fee”) if this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(b) andor Section 9.1(d), at if, as of the time of such termination, (Ax) one or more of the only conditions to Closing set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) Article VIII that have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such those conditions that by their nature are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied if the Closing (if such conditions would be satisfied Date were the Closing date the notice of termination is delivered as evidenced by written confirmation by those Persons pursuant to occur at such timeSection 8.2(d)) and other than are those set forth in Section 8.1(b) or in Section 8.1(c) (solely with respect to Antitrust Laws), (y) such covenants thatfailure to be satisfied is due to (A) the failure to receive any required consent or approval (including the expiration or termination of any waiting period and any extension thereof under the HSR Act) from a Governmental Authority pursuant to Antitrust Laws or (B) any action (including the enacting, issuing, entry or promulgation of Orders or Applicable Laws or instituting of proceedings) by their natureany Governmental Authority to enjoin or otherwise prohibit the Merger or make it illegal pursuant to Antitrust Laws, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (Dz) no that none of the Company, its Subsidiaries or their respective officers, directors or employees has taken any action or failed to take any action (which action or failure to act constitutes a breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the this Agreement) that was a principal cause of the failure to be satisfied of all or any of the conditions listed in clause Section 8.1(b) or Section 8.1(c). (Aii) of Any payment to be made by Parent pursuant to this Section 7.3(b)(i9.4(b) shall be made by Parent by wire transfer of immediately available funds to an account or accounts designated in writing by the Company, and shall be made concurrently with the termination of the Merger Agreement referenced in Section 9.4(b)(i), then Parent shall pay in the Parent Termination Fee to the Company as promptly as practicable (andcase of a termination by Parent, in any event, or within two (2) Business Days following such termination) , in the case of a termination by wire transfer of immediately available funds; orthe Company. (iiiii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted The parties hereto acknowledge and hereby agree that in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of , whether nor not the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest may be Table of Contents payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out under more than one provision of this Agreement at the same or at different times and the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2occurrence of different events.

Parent Termination Fee. Any provision in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, in the event that: (i) this Agreement is terminated by if Parent or the Company shall have terminated this Agreement pursuant to Section 7.1(b8.01(b) or Section 8.01(c) (but only to the extent the applicable Legal Restraint relates to Requisite Regulatory Approvals or otherwise in connection with Antitrust Laws) and, at the time of such termination, (Ai) one or more of the conditions set forth in Section 6.1(b7.01(b), Section 7.01(c), Section 7.03(e) or Section 7.03(f) (in the case of Section 7.01(b) and Section 6.1(c) (with respect to Section 6.1(b7.03(e), but only as to the result of a extent the applicable Legal Restraint issued relates to Requisite Regulatory Approvals or granted otherwise in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Lawconnection with Antitrust Laws) have has not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfiedwaived, (Cii) all of the other conditions set forth in Section 6.1 7.01 and Section 6.3 7.03 have been satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied or validly waived were the Closing to occur at such time)) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (Diii) no breach by the Company of its obligations under Section 5.1 or Section 5.7 6.02 has been principally caused the principal cause failure of the failure to be satisfied satisfaction of all or any of the conditions listed in clause (Ai) of this Section 7.3(b)(i8.03(b), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (andpay, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or funds to an account designated by the Company, a fee of $584,400,000 in cash (iithe “Parent Termination Fee”) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of within three (3) business days after such termination, (A) one or more of the conditions set forth ; it being understood that in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c8.03(b), none of Parentthe current, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives Parent Parties shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement Transactions to any Company Party. In the Company or its Affiliates or Representativesevent the Parent Termination Fee becomes due and payable, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b8.03(b) (and any Enforcement Expenses due pursuant to Section 8.03(c)) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss and all losses or damages suffered as a result of or incurred by the failure of the transactions contemplated by Parties or any other Person in connection with this Agreement to be consummated (and the termination hereof), the Transactions (and the abandonment thereof), or any matter forming the basis for a breach such termination or failure to perform hereunder or otherwiseabandonment, and and, upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of or relating to this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2Transactions.

Parent Termination Fee. Any provision in (a) In the event that this Agreement to has been terminated by the contrary notwithstanding, in the event that: Company or Parent (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b10.01(b)(i) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a9.01(a) or Section 9.01(b)(i) has not been satisfiedsatisfied on or before the End Date, or (Cii) all pursuant to Section 10.01(b)(ii) due to a final and non-appealable Order enjoining, restraining or otherwise preventing consummation of the other conditions set forth Merger, in Section 6.1 and Section 6.3 have been satisfied (other than each case, under any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than Applicable Laws with respect to such covenants thatantitrust, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) competition or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)merger controls, then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by , Parent or shall pay to the Company pursuant an amount equal to Section 7.1(c$45,000,000 (the “Parent Termination Fee”), only as provided, however, that if the result of an Order failure to consummate the Merger on or injunction issued or granted in respect of before the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as End Date is the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no material breach by the Company of its material obligations under Section 5.1 8.01 hereof that directly results in the failure of the condition set forth in Section 9.01(a) or Section 5.7 has been 9.01(b)(i) hereof to be satisfied and in the principal cause event of any such material breach by the Company, Parent shall have given the Company prompt written notice of such breach and the opportunity to cure such breach, then no Parent Termination Fee shall be payable by Parent to the Company. Notwithstanding anything to the contrary in this Agreement, except in the case of a Willful Breach of Section 8.01(b) of this Agreement by Parent or Merger Subsidiary, if Parent and Merger Subsidiary fail to complete the Closing as a result of the imposition of such Order failure to satisfy the condition set forth in Section 9.01(a) or injunctionSection 9.01(b)(i), then the Company’s sole and exclusive remedy (whether in contract, in tort, at law or otherwise) against Parent and Merger Subsidiary for any breach, loss or damage shall pay be to terminate this Agreement and receive payment of the Parent Termination Fee and neither Parent nor Merger Subsidiary will have any liability or obligation to the Company as promptly as reasonably practicable (and, relating to or arising out of this Agreement or in respect of any event, within two (2) Business Days following such termination) by wire transfer other document or theory of immediately available fundslaw or equity. In The parties understand and agree that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon In the payment event of a Willful Breach of Section 8.01(b) of this Agreement, in each case by Parent or Merger Subsidiary, the Company shall have the right to ▇▇▇ for damages which are in excess of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none (including damages based on loss of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any economic benefits of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, hereby to the extent provided in Section 7.2. The Company’s right to receive payment from Securityholders). In the event of any Willful Breach by Parent or Merger Subsidiary of the any representation, warranty, covenant or agreement contained herein (other than Section 8.01), Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole fully liable for any and exclusive remedy of all liabilities and damages incurred or suffered by the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of such breach, the failure amount of the transactions contemplated by this Agreement to which may be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of greater than the Parent Termination Fee, none . (b) The parties acknowledge that the agreements contained in this Section 10.03 are an integral part of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, exceptand that, without these agreements, neither Parent nor the Company would have entered into this Agreement; accordingly, if Parent fails to promptly pay any amounts due pursuant to this Section 10.03 and, in each caseorder to obtain such payment, the Company commences a suit which results in a judgment against Parent for the amount of the Parent Termination Fee set forth in this Section 10.03, Parent shall pay the Company’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses of enforcement) in connection with such suit, together with interest on the amounts owed at the prime lending rate prevailing at such time, as published in the Wall Street Journal from the date such amounts were required to be paid until the extent provided in Section 7.2date actually received by the Company.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) In the event that this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(b) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)7.1(j) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.1(k), then Parent shall pay to the Company the Parent Termination Fee (less the amount of any Company Expense Reimbursement previously paid to the Company as promptly as practicable (and, in any event, within two (2pursuant to Section 7.3(a)). The Parent Termination Fee payable pursuant to this Section 7.3(c)(i) Business Days following such termination) shall be paid by wire transfer of immediately available fundsfunds to the bank account designated by the Company no later than the second (2nd) Business Day following termination pursuant to Section 7.1(j) or Section 7.1(k); orprovided that if the Company has not provided wire information to Parent for the Parent Termination Fee at least one (1) Business Day prior to the date such payment is due to the Company, then the Parent Termination Fee shall be paid one (1) Business Day after such wire instructions are provided to Parent. (ii) Subject to Section 8.8 and notwithstanding any other provision of this Agreement is terminated by Parent or to the contrary, the Company pursuant to Section 7.1(c), only as the result acknowledges and agrees on behalf of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) itself and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such its Affiliates that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent receipt of the Parent Termination Fee as and when required by this pursuant to Section 7.3(b7.3(c)(i), together with any fees, costs, reimbursement and indemnification obligation of Parent pursuant to Section 5.12(g)(ii) and the reimbursement of any applicable expenses and interest payable pursuant to Section 7.3(c7.3(d), none shall constitute the sole and exclusive remedy under this Agreement of the Company and the Company Related Parties against Parent, its Subsidiaries Purchaser and the Parent Related Parties and any Financing Source, and the receipt of the Parent Termination Fee shall be deemed to be liquidated damages for any and all losses or their respective former, current damages suffered or future officers, directors, partners, stockholders, managers, members, Affiliates incurred by the Company and Representatives shall have the Company Related Parties and any further liability other Person in connection with respect to this Agreement or (and the termination hereof), the Offer, the Merger, the Financing Letters and the other transactions contemplated by this Agreement to hereby and thereby (and the Company abandonment or its Affiliates termination thereof) or Representativesany matter forming the basis for such termination, and none of the Company Related Parties or any other Person Company Related Party shall be entitled to bring or maintain any claim, action Legal Proceeding or proceeding seek any other remedy against Parent, Merger Sub Purchaser or any of their respective Affiliates Parent Related Party or any Financing Source (except for any Legal Proceeding brought or maintained or remedy sought against the Guarantor pursuant to the Guaranty or the Equity Commitment Letter) arising out of or in connection with this Agreement, the Offer, the Merger, the Financing Letters, or any of the other transactions contemplated by this Agreement hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, except, in each case, . Notwithstanding anything to the extent provided contrary in this Agreement, while the Company may pursue both a grant of specific performance in accordance with Section 7.2. The Company’s right to receive 8.8 and the payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) 7.3(b)(i), under no circumstances shall be the sole and exclusive remedy of the Company Related Parties or its Affiliates be permitted or entitled to receive both a grant of specific performance that results in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, Closing and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement to Parent shall pay the contrary notwithstanding, in Company a termination fee of Two Hundred Million Dollars ($200,000,000) (the event that: (i“Regulatory Termination Fee”) if this Agreement is terminated by Parent or the Company as follows: if (i) either Party shall terminate this Agreement pursuant to Section 7.1(b) andor 7.1(c), at (ii) as of the time date of such termination the HSR Clearance shall not have occurred or any decree, judgment, injunction or other order (in each case that relates to antitrust Laws) that prevents, prohibits or delays the consummation of the transactions contemplated hereby exists or is in effect, (iii) immediately before such termination, (A) one or more of the conditions set forth in Section 6.1(bSections 6.1(a), 6.2(a), 6.2(b) and Section 6.1(c6.2(d) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 shall have been satisfied and (other than any such conditions that by their nature are iv) the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than performed by or complied with respect by it under this Agreement prior to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)termination, then Parent shall pay the Parent Regulatory Termination Fee to the Company as promptly as practicable (and, in any event, by wire transfer of same-day funds within two (2) Business Days following such termination) by wire transfer . For the avoidance of immediately available funds; or (ii) this Agreement is terminated by doubt, Parent or has an obligation to pay the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by Regulatory Termination Fee notwithstanding that a Governmental Entity pursuant to has required that Parent and/or the HSR Act Company (or any other applicable antitrust Law and, at the time of such termination, (Atheir Subsidiaries) take one or more actions to obtain HSR Clearance that would, if taken, constitute a Material Adverse Effect on the Transaction. In the event that the Company shall receive full payment of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b)Regulatory Termination Fee, only as the result of a Legal Restraint issued or granted in respect receipt of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Regulatory Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b)Fee, together with any fees, costs, expenses and interest payable indemnification or reimbursement owed pursuant to Section 7.3(c7.3(d), none shall be deemed to be liquidated damages and the sole and exclusive remedy of Parent, the Company and its Subsidiaries or and shareholders against Parent and Merger Sub and each of their respective former, current or future officersequity holders, controlling persons, directors, officers, employees, agents, general or limited partners, stockholders, managers, management companies, members, shareholders, Affiliates, Representatives or assignees and any and all former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, shareholders, Affiliates or assignees of any of the foregoing, and Representatives any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, (each, a “Parent Related Party,” and collectively, the “Parent Related Parties”) and no Parent Related Party shall have any further other liability or obligation for any or all losses or damages suffered or incurred by the Company or any other Company Related Party in connection with respect to this Agreement or (and the termination hereof), the transactions contemplated by this Agreement to hereby (and the abandonment thereof) or any matter forming the basis for such termination, and neither the Company or its Affiliates or Representatives, and none of the nor any other Company Related Parties or any other Person Party shall be entitled to bring or maintain any other claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates other Parent Related Party arising out of this Agreement or in connection with this Agreement, any of the transactions contemplated by this Agreement hereby or any matters forming the basis for such termination, except, . For the avoidance of doubt (1) under no circumstances will the Company be entitled to amounts in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent excess of the Parent amount of the Regulatory Termination Fee (and any payment pursuant to this Section 7.3(b7.3(d)) shall be the sole and exclusive remedy of (2) while the Company Related Parties may pursue both a grant of specific performance in circumstances where accordance with Section 8.10 and the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Regulatory Termination Fee under this Section 7.3, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in a Closing and any portion of the Regulatory Termination Fee. The Parties acknowledge and agree that in no event shall Parent be required to pay the Regulatory Termination Fee on more than one occasion, none of whether or not the Parent Related Parties shall have any further liability or obligation relating to or arising out Regulatory Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.occurrence of different events..

Parent Termination Fee. Any provision Parent agrees to pay a fee (the “Parent Termination Fee”) to the Company in the amount of $15,600,000 if (A) the Company terminates this Agreement pursuant to Section 10.01(d)(iii) or (B) Parent terminates this Agreement pursuant to Section 10.01(b)(i) at a time when the contrary notwithstandingCompany would have been entitled to terminate this Agreement pursuant to Section 10.01(d)(iii). Without limiting the foregoing, in the event that: (i) that this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b10.01(b)(i) and, at the time of such terminationtime, (A) one or more all of the conditions set forth in Section 6.1(b) 9.01 and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied 9.02 (other than any such those conditions that by their nature are to be satisfied by actions taken at the Closing (if such conditions would be satisfied were the Closing to occur at such timeClosing) and have been satisfied, other than with respect the condition set forth in Section 9.01(e) (except to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no extent that a breach of any provision of this Agreement by the Company of its obligations under Section 5.1 or Section 5.7 has been was the principal cause of the failure of the condition in Section 9.01(e) to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(isatisfied), then Parent shall will pay the Parent Termination Fee or cause to be paid to the Company as promptly as practicable (andCompany, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) funds no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) later than three Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required , an amount equal to pay the Parent Termination Fee on more than one occasion. Upon Reimbursement Amount (such payment, the payment “Expense Repayment”); provided, however, that no such Expense Repayment will be payable by Parent of the Parent Termination Fee as and when required by this Section 7.3(b)if, together with any fees, costs, expenses and interest payable prior to such termination pursuant to Section 7.3(c10.01(b)(i), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement Parent provides written notice to the Company or that it is willing to extend the Outside Date to a date not later than May 27, 2014 and continue to comply with its Affiliates or Representatives, obligations under Section 8.10 in order to cause the condition set forth in Section 9.01(e) to become satisfied prior to such extended Outside Date and none of the Company Related Parties or any other Person shall be entitled does not agree in writing to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or such extension. Notwithstanding anything to the contrary in connection with this Agreement, any except for an order of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, specific performance as and only to the extent provided in expressly permitted by Section 7.2. The 11.13 prior to the termination of this Agreement pursuant to its terms, (i) the Company’s right to receive payment from Parent receipt of the Parent Termination Fee pursuant to this Section 7.3(b11.04(b)(ii), (ii) shall the Company’s receipt of the Expense Repayment pursuant to this Section 11.04(b)(ii), (iii) any reimbursement and expense obligations of Parent pursuant to Section 11.04(d), and (iv) the rights and remedies of the Company available under the Equity Commitment Letter and the Guaranty will be the sole and exclusive remedy remedies of the Company Related Parties against Parent, Merger Subsidiary, the Guarantor, any Non-Recourse Party (as defined in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(bGuaranty) against the Parent Related Parties or any source of any Debt Financing (and any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents) for any loss or damage suffered as a result of the failure of the Merger to be consummated, any breach of any covenant or agreement in this Agreement (whether willfully, intentionally, unintentionally or otherwise) or the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwiseconsummated, and upon payment receipt by the Company of the Parent Termination FeeFee or the Expense Repayment, as applicable, none of Parent, Merger Subsidiary, the Parent Related Parties shall Guarantor, any Non-Recourse Party or any source of Debt Financing, or any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents, will have any further liability or obligation relating to or arising out of this Agreement Agreement, the Financing or the transactions contemplated by this AgreementAgreement or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, exceptwhether at law or equity in contract, in each casetort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any law or otherwise. Notwithstanding any other provision hereof, in no event will Parent or the Guarantor be subject to monetary damages in excess of the Parent Termination Fee in the aggregate. For the avoidance of doubt, none of the Non-Recourse Parties (except to the extent provided expressly set forth in Section 7.2the Guaranty or the Equity Financing Commitment) or the sources of Debt Financing (or any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents) will have any liability to any Person, including the Company and its Subsidiaries, based on, relating to or arising out of this Agreement, the Financing or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith under any theory whatsoever.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) If, but only if, (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(b9.01(b) and(due to a failure to satisfy any condition set forth in Section 8.01(b) or Section 8.01(c) (if the Restraint arises under Antitrust Laws in the United States)) or Section 9.01(c) (if the Order arises under Antitrust Laws in the United States) (any such termination, a “Parent Termination Fee Triggering Termination”), (B) at the time of such terminationtermination any condition set forth in Section 8.01(b) or Section 8.01(c) (if the Restraint arises under Antitrust Laws in the United States) shall not be satisfied or waived by each applicable Party entitled to the benefit of such condition, to the extent a waiver is permitted under Applicable Law and this Agreement, (AC) one or more at the time of such termination all other conditions set forth in Section 8.01 and Section 8.02 (other than the conditions set forth in Section 6.1(b) and Section 6.1(c8.01(a) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant Requisite Stockholder Approval) (solely to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) extent that the condition set forth in Section 6.1(a8.01(d) has not been satisfied), Section 8.01(d) (CForm S-4), Section 8.02(e) all of (Employees), Section 8.02(f) (Dissenters’ Rights) or Section 8.2(i) (Litigation) (to the other conditions set forth extent such condition fails to be satisfied due to a pending Proceeding relating to Antitrust Laws in Section 6.1 and Section 6.3 the United States)) shall be satisfied or shall have been satisfied (waived other than any such conditions that by their nature are to be satisfied by actions to be taken at the Closing (if and, in the case of those conditions that by their nature are to be satisfied by actions to be taken at the Closing, such conditions would be are capable of being satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (at the time of such as, Section 5.12 and Section 5.15)termination) or waived and (D) no breach by the Company is not in material breach of its obligations under Section 5.1 or Section 5.7 has been this Agreement, which material breach was the principal cause of the failure to be satisfied of all satisfy conditions to the Mergers that resulted in the Parent Termination Fee Triggering Termination or any of the conditions listed condition set forth in clause Section 8.01(d) (A) of this Section 7.3(b)(iForm S-4), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable a termination fee in an amount equal to (andx) $230,000,000 plus (y) to the extent that this Agreement is validly extended by Parent pursuant to Section 9.01(b) from the Initial End Date to any Incremental Extended End Date, in an amount equal to (1) $24,000,000 multiplied by (2) the number of Incremental Extensions, if any event(collectively, within the “Parent Termination Fee”), by wire transfer of immediately available funds no later than two (2) Business Days following such termination) by wire transfer after the termination of immediately available funds; or (ii) this Agreement is terminated to an account or accounts designated in writing by Parent or the Company pursuant to Section 7.1(c)Company; provided, only as that, for the result avoidance of an Order or injunction issued or granted doubt, in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2exceed $350,000,000.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event thatIf: (i) this This Agreement is terminated by Parent or the Company or Parent pursuant to Section 7.1(b) and10.01(b)(i), and at the time of such terminationEnd Date all conditions to Parent’s obligations to consummate the Merger set forth in Article 9, (A) one or more of other than the conditions set forth in Section 6.1(b) and Section 6.1(c9.01(b) (with respect solely due to Section 6.1(ban Applicable Law that is an Antitrust Law or which relates to CFIUS), only as the result of a Legal Restraint issued Section 9.01(c) or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust LawSection 9.01(d) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their those of a nature are to be satisfied at the Closing (if such conditions would Closing, which shall be capable of being satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing Date were to occur (such as, Section 5.12 and Section 5.15the date the notice of termination was delivered)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), ; then Parent shall pay pay, or cause to be paid, to the Company the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following after such termination) termination by wire transfer of immediately available fundsfunds to an account directed by the Company; or (ii) this This Agreement is terminated by Parent or the Company or Parent pursuant to Section 7.1(c10.01(b)(ii) (solely due to an Applicable Law that is an Antitrust Law) or Section 10.01(b)(iii), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, and at the time of such terminationtermination date all conditions to Parent’s obligations to consummate the Merger set forth in Article 9, (A) one or more of other than the conditions set forth in Section 6.1(b) and Section 6.1(c9.01(b) (with respect solely due to Section 6.1(ban Applicable Law that is an Antitrust Law or which relates to CFIUS), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a9.01(c) or Section 6.3 shall not be 9.01(d), would have been capable of being satisfied and (C) no breach by if the Company Closing Date were the date the notice of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, termination was delivered; then Parent shall pay pay, or cause to be paid, to the Company the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following after such termination) termination by wire transfer of immediately available funds. In no event shall Parent be required funds to pay an account directed by the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in (a) In the event that: (i) that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(b) andor Section 9.1(c), at the time of such terminationin either case, (A) one or more as a result of the conditions set forth election by Parent not to agree to comply with a Burdensome Condition in Section 6.1(b) and Section 6.1(c) (with respect order to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to obtain the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Clearance, as permitted by Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.2(d)(ii), then Parent shall pay $42,500,000 (the “Parent Termination Fee Fee”) to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such terminationor its designee) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at or prior to the time of such termination, (A) one or more of termination in the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result case of a Legal Restraint issued termination by Parent, or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two five (25) Business Days following such termination) in the case of a termination by wire transfer the Company. (b) Notwithstanding anything herein to the contrary (including Section 9.2), if this Agreement is terminated under circumstances in which Parent is required to pay the Parent Termination Fee: (i) seeking and obtaining Parent’s payment of immediately available fundsthe Parent Termination Fee shall be the sole and exclusive remedy of the Company, the Holders, their Affiliates and each of their respective Representatives (collectively, the “Seller Parties”) for any and all claims, damages, losses, liabilities, penalties, fines, costs, obligations, interest or expenses suffered or incurred by any of the foregoing that may be based on, arise out of or relate to this Agreement or the transactions contemplated hereby, (ii) other than the obligation to pay the Parent Termination Fee, Parent, Merger Sub and their respective Affiliates and Representatives shall have no further liability or obligation that may be based on, arise out of or relate to this Agreement or the transactions contemplated hereby, (iii) none of the Seller Parties or any of their respective Representatives shall have, and the Company, on behalf of the Seller Parties, expressly waives and relinquishes, any other right, remedy or recourse (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate to this Agreement or the transactions contemplated hereby, and (iv) the maximum aggregate liability of Parent, Merger Sub, and their respective Affiliates and Representatives to the Seller Parties and their respective Representatives that may be based on, arise out of or relate to this Agreement or the transactions contemplated hereby shall not exceed the Parent Termination Fee and none of the Seller Parties or any of their respective Representatives shall seek to recover monetary damages in excess of such amount. In The Company acknowledges and hereby agrees that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon Notwithstanding anything to the contrary herein, this Section 9.3(b) shall not apply to Section 11.5(f), which shall be enforceable by the Stockholder Representative in its entirety against the Holders. (c) Each of Parent and the Company acknowledges and agrees, on behalf of itself and its Affiliates, that the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to is not a penalty but is liquidated damages in a reasonable amount that will compensate the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or Holders in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, circumstances in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where which the Parent Termination Fee is payable pursuant to payable, for the efforts and resources expended and the opportunities foregone while negotiating this Section 7.3(b) against Agreement and in reliance on this Agreement and on the Parent Related Parties for any loss suffered as a result expectation of the failure consummation of the transactions contemplated by this Agreement hereby, which amount would otherwise be impossible to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2calculate with precision.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.1(d) andor Section 8.1(e) (but, in the case of Section 8.1(e), solely if the Judgment preventing the consummation of the Transaction relates to Antitrust Laws) and at the time of such termination, (A) one or more termination all of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) Purchaser Parties’ obligation to effect the Closing under Article VII have not been satisfied or waived other than (Ba) the condition set forth in Section 6.1(a) has been satisfied7.1(a), (Cb) all of the other conditions condition set forth in Section 6.1 and Section 6.3 have been satisfied 7.1(b) (other than any such but in the case of this clause (b), solely related to Antitrust Laws) or (c) those conditions that by their nature are to be satisfied at the Closing (if so long as such conditions would be satisfied were the Closing to occur at such timeare capable of being satisfied) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(ia “Regulatory Termination”), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within no later than two (2) Business Days following after the date of such termination) Regulatory Termination, Parent shall pay to Seller, by wire transfer of immediately available funds; or funds (ii) this Agreement is terminated to an account designated in writing by Parent or the Company pursuant to Section 7.1(cSeller), only as the result liquidated amount of an Order $15,000,000 in compensation for the fees and expenses incurred by Seller on or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant prior to the HSR Act or any other applicable antitrust Law and, at the time date of such terminationRegulatory Termination in connection with the Transaction (the “Parent Termination Fee”). Other than Parent’s obligations, (A) one if applicable, to pay any fees, expenses or more of the conditions set forth in other costs contemplated by Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b10.11(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by pursuant to this Section 7.3(b8.4 shall be deemed to be liquidated damages for any and all Losses suffered or incurred by Seller, the Seller Entities and any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), together with the Transaction (and the abandonment thereof) or any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or matter forming the transactions contemplated by this Agreement to the Company or its Affiliates or Representativesbasis for such termination, and none of Seller, the Company Related Parties Seller Entities or any other Person of their respective Affiliates shall be entitled to bring or maintain any claim, action or proceeding Proceeding against Parent, Merger Sub the Purchaser Parties or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement Transaction or any matters forming the basis for such termination, exceptother than with respect to claims for, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by in connection with fraud or a willful breach of this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in In the event that: (i) that this Agreement is terminated by (i) the Company pursuant to Section 8.3(b) (the section relating to material breach by Parent or Merger Sub) and the breach by Parent or Merger Sub giving rise to such termination is the principal cause of the failure of the Merger to be consummated, in such case, unless, prior to such termination, (A) Parent and Merger Sub deliver written notice at least two (2) Business Days in advance of the Breach End Date informing the Company that Parent and Merger Sub would be ready, willing and able to consummate the Merger in accordance with its terms no later than the Breach End Date and (B) Parent and Merger Sub stood ready, willing and able to consummate the Merger in accordance with its terms on the Breach End Date, (ii) the Company pursuant to Section 8.3(c) (the section relating to failure to consummate on the Closing Date specified by Section 1.2), (iii) Parent pursuant to Section 8.4(b) (the section relating to material breach by the Company) if (x) a Company Material Adverse Effect has occurred and (y) no termination right would have existed thereunder if each reference to “Company Material Adverse Effect” in this Agreement (other than the references thereto in Section 5.1(a)(ii), Section 5.1(f) and this Section 8.5(c)) had been replaced with a reference to “Whole Company Material Adverse Effect” or (iv) by Parent or the Company pursuant to Section 7.1(b8.2(a) and(the section relating to the Termination Date), if (x) a Company Material Adverse Effect has occurred and (y) at the time of such termination, (A) one or more all of the conditions set forth in Section 6.1(b) Sections 7.1 and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 7.2 would have been satisfied (including Section 7.2(a) but other than any such other conditions that by their nature cannot be satisfied other than at the Closing, all of which are to be capable of being satisfied at the Closing closing) if each reference to “Company Material Adverse Effect” in this Agreement (if such conditions would be satisfied were other than the Closing to occur at such timereferences thereto in Section 5.1(a)(ii), Section 5.1(f) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, this Section 5.12 and Section 5.158.5(c)) had been replaced with references to “Whole Company Material Adverse Effect”, then Parent shall, no later than three Business Days after the date of such termination, pay or waived and (D) no breach by cause to be paid to the Company (I) in the case of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (Ai) or clause (ii) of this Section 7.3(b)(i8.5(c), then Parent shall pay the Parent Termination Fee to and (II) in the case of clause (iii) or clause (iv) of this Section 8.5(c), the amount of the Company as promptly as practicable (andExpenses, in any eventeach case, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or funds (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted it being understood that in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. Upon the payment by Parent of occasion or both the Parent Termination Fee and the Company Expenses). “Parent Termination Fee” shall mean an amount equal to $84,000,000. For purposes of this Agreement, “Whole Company Material Adverse Effect” means a Company Material Adverse Effect, except that, solely for purposes of this definition, (i) each reference to “either (1) the PLG Business, taken as a whole, or (2) the PSS Business, taken as a whole” set forth in the definition of Company Material Adverse Effect shall be deemed to be replaced with “the Company and when required its Subsidiaries, taken as a whole” and (ii) each reference to “the PLG Business or the PSS Business” set forth in the definition of Company Material Adverse Effect shall be deemed to be a replaced with “the Company and its Subsidiaries”. “Company Expenses” means, without duplication of any fees or expenses previously paid by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, all reasonable and documented out-of-pocket fees and expenses (including reasonable legal and accounting fees and expenses but excluding any financial advisor fees) actually incurred by the Company and its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to between the date of this Agreement or and the transactions contemplated by termination of this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with the Company’s compliance with the covenants set forth in this Agreement, any Agreement in furtherance of the transactions contemplated by this Agreement Merger or the Carveout Transaction (and not including any matters forming fees or expenses incurred in connection with any Acquisition Proposal). From time to time following the basis for such terminationdate hereof (but no more frequently than every twenty (20) Business Days), except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where shall provide promptly all information and documentation reasonably requested by Parent to evidence the Parent Termination Fee is payable pursuant to this Section 7.3(b) against Company Expenses incurred as of such date and the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2amount thereof.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in In the event that: (i) that this Agreement is terminated by Parent by, (a) either Buyer or the Company Sellers’ Representative pursuant to Section 7.1(b) and, at the time 11.1.5 as a result of such termination, (A) one or more of the conditions set forth in Section 6.1(b) any final and Section 6.1(c) (nonappealable Order with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Lawlaws, or (b) have not been satisfied either Buyer or waived (B) Sellers’ Representative pursuant to Section 11.1.4 and at the condition set forth in Section 6.1(a) has been satisfiedtime of such termination, (C) all of the other conditions set forth in Section 6.1 7.4, solely with respect to the HSR Act, Section 7.5(a), Section 8.4, solely with respect to the HSR Act, or Section 8.5(a) shall not have been satisfied, but all other conditions in Section 7 and Section 6.3 8 shall have been satisfied (other than any such those conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(iClosing), then Parent shall pay to RHC a fee equal to $40,000,000 (the “Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such terminationFee”) by wire transfer of immediately available funds; or same-day funds on the second (ii2nd) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days business day following such termination) by wire transfer of immediately available funds. In no the event that RHC shall Parent be required receive full payment pursuant to pay this Section 11.3, the Parent Termination Fee on more than one occasion. Upon the payment by Parent receipt of the Parent Termination Fee as shall be deemed to be liquidated damages for any and when required all losses or damages suffered or incurred by this Section 7.3(b)the Acquired Companies, together with RHC or any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries Seller or their respective former, current Affiliates or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability other Person in connection with respect to this Agreement or (and the termination hereof), the transactions contemplated by this Agreement to hereby (and the Company abandonment thereof) or its Affiliates or Representativesany matter forming the basis for such termination, and none of the Company Related Parties Acquired Companies or any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub Buyer or any of their respective Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement hereby or any matters forming the basis for such termination. For the avoidance of doubt, except, in each case, to the extent provided in any payment made by Parent under this Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant 11.3 shall be payable only once with respect to this Section 7.3(b) shall 11.3 and not in duplication even though such payment may be payable under one or more provisions hereof. The Parties hereto acknowledge and agree that the sole and exclusive remedy of the Company Related Parties agreements contained in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result 11 are an integral part of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, exceptand that, without these agreements, RHP, RHC and the Sellers would not enter into this Agreement. If Parent shall fail to pay the Parent Termination Fee when due, such fee shall also be deemed to include the costs and expenses incurred by RHC, the Sellers and the Acquired Companies (including fees and expenses of counsel) in each caseconnection with the collection under and enforcement of this Section 11, together with interest on such unpaid fee, commencing on the date that such fee became due, at a rate equal to the extent provided rate of interest published in Section 7.2the “Money Rates” section of The Wall Street Journal in effect on the date such fee became due.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in (a) In the event that: (i) that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(f) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the a result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure of the Debt Financing to be satisfied of all or any of funded in accordance with the conditions listed in clause (A) of this Section 7.3(b)(i)Debt Commitment Letters when the parties thereto were otherwise obligated to do so, then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable a termination fee of $25,000,000 in cash (and, in any event, within two (2) Business Days following such terminationthe “Parent Termination Fee”) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant funds to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach account designated by the Company of its obligations under Section 5.1 or Section 5.7 has been no later than two Business Days after the principal cause of the imposition date of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable termination (and, it being understood that in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion). Upon the payment by If Parent of becomes obligated to pay the Parent Termination Fee as and when required by pursuant to this Section 7.3(b9.3 under circumstances where the Parent Termination Fee is payable, then (i) the Parent Termination Fee shall be deemed to be liquidated damages for, and shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parentthe Company, its Subsidiaries Subsidiaries, the Sellers, the Representative, the Stockholders or any of their respective former, current or future officers, directors, general or limited partners, stockholdersshareholders, financing sources, managers, members, directors, officers, employees, advisors and counsel or Affiliates (collectively, the “Company Related Parties”) against Parent, Merger Sub, the Debt Financing Sources or any of their respective former, current or future general or limited partners, stockholders, financing sources, managers, members, directors, officers, employees, advisors, counsel or Affiliates (collectively, the “Parent Related Parties”) for any and Representatives shall have any further liability with respect to this Agreement all Losses suffered or the transactions contemplated incurred by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties in connection with this Agreement, the Debt Commitment Letters (and the termination hereof and thereof), the transactions contemplated hereby and thereby (and the abandonment or termination hereof and thereof) or any matter forming the basis for such termination, and neither the Company, the Company Related Parties nor any other Person shall be entitled to bring or maintain any claim, action or proceeding Proceeding against Parent, Merger Sub or any of their respective Affiliates Parent Related Parties arising out of or in connection with this Agreement, the Debt Commitment Letters, any of the transactions contemplated by this Agreement hereby or thereby (or the abandonment or termination hereof or thereof) or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in termination under circumstances where the Parent Termination Fee is payable pursuant and Parent pays the Parent Termination Fee to the Company; and (ii) the Company Related Parties agree that the maximum aggregate monetary liability of the Parent Related Parties, if any, shall be limited to the amount of the Parent Termination Fee, and, subject to Section 9.3(b), in no event shall any Company Related Party seek to recover, whether at law, in equity, in contract, in tort or otherwise, any monetary damages in excess of the Parent Termination Fee. (b) The Parties acknowledge and agree that the agreements contained in this Section 7.3(b) 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the Parties would have entered into this Agreement. Accordingly, if Parent fails to timely pay the Parent Termination Fee under circumstances where it is payable, and, in order to obtain such payment, the Company commences a Proceeding that results in an award against the Parent for such fee, then Parent shall pay to the Company its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Proceeding, together with interest on the amount of the Parent Termination Fee from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date that such payment was required to be made. (c) Notwithstanding anything to the contrary in this Agreement, the Company’s rights set forth in this Section 9.3 shall be the sole and exclusive remedies available to the Company and the Company Related Parties against any Parent Related Parties for any loss Loss suffered as a result of the failure of the transactions contemplated by this Agreement Merger to be consummated or for a breach or failure to perform hereunder or otherwise, in each case under circumstances where the Parent Termination Fee is payable and upon paid; provided that (1) under no circumstances will the Company or the Company Related Parties be entitled to monetary damages, reimbursement of expenses, indemnification or other payment in excess of the amount of the Parent Termination Fee where the Parent Termination Fee is payable and paid; and (2) while the Company may pursue both a grant of specific performance in accordance with Section 12.14 and the payment of the Parent Termination FeeFee under Section 9.3(a), none under no circumstances shall the Company or the Company Related Parties be permitted or entitled to receive both a grant of specific performance of Parent’s and Merger Sub’s obligation to consummate the Merger and any money damages, including all or any portion of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2Termination Fee.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by Parent or In the Company pursuant to Section 7.1(b) and, at the time of such termination, event (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions Closing set forth in Section 6.1 and Section 6.3 6.2 have been satisfied or waived (other than any such those conditions that by their nature are to be satisfied at the Closing (if such conditions and that would be capable of being satisfied if there were a Closing), (B) Parent fails to complete the Closing and (C) the Company terminates this Agreement pursuant to occur at such timeSection 7.1(h) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)Parent Breach) or waived and Section 7.1(i) (DFailure to Close) no breach by sending a notice of termination that includes a demand, which demand shall be irrevocable, to receive the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent Termination Fee. Parent shall pay or cause to be paid the Parent Termination Fee to the Company as promptly as practicable (andpromptly, and in any event, event within two (2) Business Days following such termination) , by wire transfer of immediately available funds; or funds (ii) this Agreement is terminated by Parent or it being understood and agreed that the Company shall provide Parent with the applicable account information promptly upon request therefor). Notwithstanding the foregoing, and without limiting the Company’s right to seek specific performance pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives8.8, and none other than in the case of fraud, the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b7.2(d)(i) shall be the sole and exclusive remedy of no further force or effect if the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties makes any demand or claim for any loss damages suffered as a result of the failure of the transactions contemplated by this Agreement Merger to be consummated or for a breach or failure to perform hereunder under the Limited Guarantee or otherwiseotherwise in any Action against any member of the Parent Group other than for the payment of the Parent Termination Fee. (ii) For the avoidance of doubt, in no event shall Parent be obligated to pay, or cause to be paid, the Parent Termination Fee on more than one occasion. (iii) Subject to Section 8.8, if Parent becomes obligated to pay the Parent Termination Fee pursuant to this Section 7.2(d), the Company agrees that its right to receive the Parent Termination Fee from Parent or from the Sponsor pursuant to the Limited Guarantee shall be its sole and exclusive remedy against Parent and the Parent Group and, upon payment of the Parent Termination Fee, none neither Parent nor any member of the Parent Related Parties Group shall have any further liability or obligation to the Company relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2hereby.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.1(d)(i) andor Section 8.1(d)(iii) then, at in any such event, Parent shall pay to the time Company a fee of $3,595,838 (the “Parent Termination Fee”). The Company acknowledges and agrees that the Parent Termination Fee, together with any Collection Costs payable, shall be deemed to be liquidated damages and such termination, (A) one or more amounts shall be sole and exclusive remedy of the conditions set forth in Section 6.1(bCompany and any other Person against the Parent’s or Merger Sub’s Related Parties, and none of Parent’s or Merger Sub’s Related Parties shall have any other liability or obligation (other than to Parent) and Section 6.1(c) (with respect to Section 6.1(b)for any losses, only as claims, damages or liabilities suffered or incurred by the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act Company or any other applicable antitrust Law) have not been satisfied Person relating to or waived (B) arising out of this Agreement, the condition set forth in Section 6.1(a) has been satisfiedLimited Guaranty, (C) all of the other conditions set forth in Section 6.1 Equity Financing Commitment, and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by neither the Company nor any other person shall be entitled to bring or maintain any other Action against Parent or any other of its obligations under Section 5.1 Parent’s Related Parties arising out of this Agreement, the Limited Guaranty or Section 5.7 has been the principal cause of the failure to be satisfied of all Equity Financing Commitment, or any of the conditions listed transactions contemplated hereby or thereby or any matters forming the basis for such termination, whether in clause law, in contract, in tort, or otherwise. For the avoidance of doubt, while the Company may pursue both a grant of specific performance pursuant to Section 9.10 and damages (A) including the payment of this Section 7.3(b)(i), then Parent shall pay the Parent Termination Fee to Fee), under no circumstances will the Company as promptly as practicable (andbe permitted or entitled to receive both a grant of specific performance, in any eventon the one hand, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent and damages or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to Fee, on the Company as promptly as reasonably practicable (andother hand, and in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall circumstances will Parent or Merger Sub be required to pay the Parent Termination Fee on more than one occasion. Upon It is acknowledged and agreed that, notwithstanding the payment by foregoing, Parent and Merger Sub may elect to consummate the Offer, Merger and other transactions contemplated hereby in lieu of paying the Parent Termination Fee as and when required by following a demand for payment of the same. (ii) Notwithstanding anything to the contrary in this Section 7.3(b)Agreement, together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives no Financing Source Party shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement obligation to the Company or Company, any of its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of its or their respective Affiliates arising out of direct or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation indirect stockholders relating to or arising out of this Agreement Agreement, the Limited Guaranty or in respect of any oral representation made or alleged to be have been made in connection herewith or therewith, whether in equity or at law, in contract, in tort or otherwise, and the Company shall not seek to, and shall cause its Affiliates and its and their direct and indirect stockholders not to seek to, recover any money damages (including consequential, special, indirect or punitive damages, or damages on account of a willful and material breach) or obtain any equitable relief from or with respect to any Financing Source Party. (iii) Payment of the Parent Termination Fee shall be made by wire transfer of same-day funds to the accounts designated by the Company as promptly as reasonably practicable after termination (and, in any event, within two Business Days thereof), in the case of termination by the Company pursuant to Section 8.1(d)(i) or Section 8.1(d)(iii). (iv) Notwithstanding anything to the contrary in this Agreement, the parties acknowledge and agree that the maximum aggregate liability of Parent, Merger Sub and any other of Parent’s Related Parties under this Agreement, the Limited Guaranty, the Equity Financing Commitment or relating to the transactions contemplated by this Agreementhereby or thereby shall be limited to (A) the Parent Termination Fee, exceptplus (B) the Collection Costs (the sum of clauses (A) and (B), the “Maximum Parent Liability Amount”), and in each caseno event shall the Company or any other person seek to recover any money damages (including consequential, to indirect or punitive damages) in excess of the extent provided in Section 7.2Maximum Parent Liability Amount.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (ia) The parties agree that if this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b7.1(i) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b7.1(j), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under or Parent pursuant to Section 5.1 7.1(d) at a time when the Company could have terminated this Agreement pursuant to Section 7.1(i) or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.1(j), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (andCompany, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2Business Days) Business Days following such termination, $2,000,000 (the "Parent Termination Fee"). (b) All payments under this Section 7.4 shall be made by wire transfer of immediately available fundsfunds to an account designated in writing by the Company, or in the absence of such designation, an account established for the sole benefit of the Company. (c) Each of the parties acknowledges that (i) the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement and (ii) the Parent Termination Fee is not a penalty, but is liquidated damages in an amount that shall compensate the Company for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance upon this Agreement and on the expectation of the consummation of the Transactions contemplated hereby, and for the loss suffered by reason of the failure of such consummation, which amount would otherwise be uncertain and incapable of accurate determination. In For the avoidance of doubt, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b. (d) shall be the sole and exclusive remedy of the Company Related Parties in In circumstances where the Parent Termination Fee is payable in accordance with Section 7.4(a), the Company's receipt of the Parent Termination Fee (if received) from or on behalf of Parent (plus any amounts payable or that become payable under Section 5.16(a) in respect of the reimbursement and indemnity obligations therein) in full from Parent pursuant to this Section 7.3(b7.4 shall be the Company's sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against Parent, Merger Sub, the Financing Sources, the Financing Sources Related Parties and any of its and their respective former, current or future direct or indirect equity holders, general or limited partners, controlling Persons, stockholders, members, managers, directors, officers, incorporator, employees, agents, affiliates, portfolio companies, assignees, advisors, attorney, consultant, Representative or principal of Parent, Merger Sub or any affiliate of Parent or Merger Sub (collectively, the "Parent Related Parties Parties") for any loss all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement Merger or the other Transactions to be consummated or consummated, for a any breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Feesuch amount, none of the Parent Related Parties no such Person shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by hereby; provided, however, that nothing in this Agreement, except, in each case, Section 7.4(d) shall restrict the Company's right or ability to seek and obtain specific performance of this Agreement and Parent's obligation to enforce the Equity Commitment Letter as and to the extent provided in permitted by Section 7.28.14 prior to the termination of this Agreement.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) If this Agreement is terminated by Parent or the Company (A) pursuant to Section 7.1(b8.1(b) anddue to an Adverse Law or Order related to any Antitrust Laws or (B) pursuant to Section 8.1(e), at and in the time case of clause (B) of this Section 8.2(c)(i), on the date of such termination, all conditions to this Agreement are satisfied (A) one other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing), or more of waived (where permissible pursuant to applicable Law), other than the conditions set forth in Section 6.1(b) and Section 6.1(c7.1(b) (solely in connection with respect an Adverse Law or Order related to the Antitrust Laws) or Section 6.1(b7.1(c) (solely in connection with outstanding Required Clearances related to the Antitrust Laws (and not FDI Laws)), only as and the result Company is not then in material breach of a Legal Restraint issued or granted in respect any provision of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any where such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been is the principal primary cause of the failure of any condition to this Agreement being satisfied, then the Parent shall promptly pay, or cause to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i)paid, then Parent shall pay the Parent Termination Fee to the Company (x) if such termination was by Parent, prior to or substantially concurrently with, and as promptly as practicable a condition to, such termination, or (and, in any eventy) if such termination was by the Company, within two (2) Business Days following of such termination, an amount in cash equal to $353,000,000(the “Parent Termination Fee”). (ii) In the event any amount is payable pursuant to the preceding clause (i) such amount shall be paid by wire transfer of immediately available funds; orfunds to an account designated in writing by the Company. (iiiii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, and Merger Sub each acknowledge that (A) one or more the agreements contained in this Section 8.2 are an integral part of the conditions Transactions and that without this Section 8.2 the Company would not have entered into this Agreement and (B) the Parent Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company in the circumstances in which the Parent Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions. If Parent fails to promptly pay any amount due pursuant to this Section 8.2(c), Parent shall pay to the Company all reasonable fees, costs and expenses of enforcement (including reasonable attorneys’ fees as well as reasonable expenses incurred in connection with any action initiated by the Company), together with interest on the amount of the Parent Termination Fee at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment is required to be made. Subject to the Company’s rights set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b9.14(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant Company’s right to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the receive payment by from Parent of the Parent Termination Fee as (under the circumstances in which it is payable) shall be the sole and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none exclusive remedy of the Company Related Parties against Parent, its the Parent Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, membersmembers or affiliates (collectively, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the “Parent Related Parties Parties”) for any loss suffered as a result of the failure of the transactions contemplated by this Agreement Transactions, including the Merger, to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Feesuch amount (if entitled under this Section 8.2(c)), none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated Transactions, including the Merger (except that Parent and Merger Sub shall remain obligated for, and the Company and its affiliates may be entitled to remedies with respect to, the sections of this Agreement surviving such termination pursuant to Section 8.2). While the Company may pursue both a grant of specific performance of the obligation of Parent and Merger Sub to consummate the Merger in accordance with Section 9.14(b) and the payment of the Parent Termination Fee under this Section 8.2(c), under no circumstances shall the Company be permitted or entitled to receive both a grant of such specific performance requiring Parent and Merger Sub to consummate the Merger and to pay the Parent Termination Fee (if entitled under this Section 8.2(c)). In any circumstance where performance by Parent of its obligations under this AgreementAgreement would relieve Parent of its obligation to pay the Parent Termination Fee, exceptthe Company may, in each caseits sole discretion (i) seek specific performance pursuant to Section 9.14(b), (ii) withdraw any claim for specific performance and require payment of the Parent Termination Fee if entitled to payment of the extent provided in Parent Termination Fee under this Section 7.28.2(c) or (iii) if the Company is unable for any reason to obtain specific performance, require payment of the Parent Termination Fee if entitled to payment of the Parent Termination Fee under this Section 8.2(c). In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) [Reserved.] (ii) If this Agreement (A) is validly terminated by Parent or the Company pursuant to Section 7.1(b8.1(b) and, and at the time of such termination, (A) one or more of the conditions any condition set forth in Section 6.1(b7.1(b) (solely as it relates to any Antitrust Law or the Communications Act or FCC Rules or if the Injunction arises under any Antitrust Law or the Communications Act or FCC Rules) or in Section 7.1(c) has not been satisfied, but all other conditions to the Closing set forth in Section 7.1 and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) 7.2 have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such (x) those conditions that by their nature are to be satisfied at the Closing (if such Closing, but which conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (y) those conditions the failure of which to be satisfied is primarily attributable to a breach by Parent or Teton Merger Sub of their representations, warranties, covenants or agreements contained in this Agreement), (B) is validly terminated pursuant to Section 8.1(c)(i) (solely if based on an Injunction arising under any Antitrust Law or the Communications Act or FCC Rules) or pursuant to Section 8.1(c)(ii), or (C) no is terminated pursuant to Section 8.1(e) due to Parent’s or Teton Merger Sub’s breach of Section 6.6 which breach results in any condition set forth in Section 7.1(b) (solely as it relates to any Antitrust Law or the Communications Act or FCC Rules or if the Injunction arises under any Antitrust Law or the Communications Act or FCC Rules) or in Section 7.1(c) being incapable of being satisfied by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunctionOutside Date, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable the Parent Regulatory Termination Fee (andx) in the case of any such termination by Parent, in immediately available funds prior to or concurrently with, and as a condition to, such termination or (y) in the case of any eventsuch termination by the Company, within two (2) one Business Days following Day of such termination. (iii) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Regulatory Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement (a) Parent will pay to the contrary notwithstandingCompany, by wire transfer of cash in immediately available funds, $26,500,000 (the event that“Parent Termination Fee”), no later than two Business Days after the date of termination of this Agreement, if: (i) (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b9.1(b)(i) and, at solely as a result of the failure to satisfy or waive by the time of such termination, termination either (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B1) the condition set forth in Section 6.1(a8.1(b) has been satisfied(if such failure arises solely from applicable Competition Laws), (C2) all of the other conditions condition set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing 8.1(c) (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants thatfailure arises solely from a Restraint which is, by their natureor is imposed pursuant to, are only an applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)Competition Law) or waived and (D3) no breach by the Company of its obligations under condition set forth in Section 5.1 or Section 5.7 has been the principal cause of the 8.2(c) (if such failure arises solely from a Proceeding pursuant to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(ian applicable Competition Law), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable or (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (iiB) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c9.1(b)(ii) solely as a result of a Restraint which is, or is imposed pursuant, to an applicable Competition Law, and (ii) in either case of the foregoing clauses (i)(A) or (i)(B), only all other conditions set forth in Article VIII are satisfied or waived as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions time of such termination (other than those conditions that by a Governmental Entity pursuant their nature are to be satisfied at the HSR Act or any other applicable antitrust Law andEffective Time, but which conditions would be satisfied if the Effective Time were to occur at the time of such termination, ). (Ab) one or more Each of the conditions set forth in Parties acknowledges that any amounts payable by Parent to the Company pursuant to this Section 6.1(b) and Section 6.1(c) (with respect 9.4 are not a penalty, but rather, subject to Section 6.1(b)9.2, only as constitute liquidated damages in a reasonable amount that will compensate the result of a Legal Restraint issued or granted Company for the efforts and resources expended and opportunities foregone while proposing and negotiating this Agreement and in respect reliance on this Agreement and on the expectation of the Merger or consummation of the other transactions Merger, which amount would otherwise be impossible to calculate with precision. (c) Parent acknowledges and agrees that the agreements contained in this Section 9.4 are an integral part of the transaction contemplated by this Agreement by and that, without these agreements, the Company would not enter into this Agreement. Accordingly, if Parent fails promptly to pay any amounts due under this Section 9.4 and, in order to obtain such payment, the Company commences any Proceeding that results in a Governmental Entity pursuant judgment against Parent for such amounts, Parent will pay interest on such amounts from the date payment of such amounts was due to the HSR Act or any other applicable antitrust Lawdate of actual payment at the prime rate as published by Bloomberg in effect on the date such payment was due, together with the costs and expenses (including reasonable legal fees and expenses) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach incurred by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2Proceeding.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b8.1(c)(i) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b8.1(c)(ii), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i), then Parent shall pay or cause to be paid the Parent Termination Fee to the Company as promptly as practicable (andpromptly, but in any event, event within two (2) Business Days following such termination) , by wire transfer of immediately available funds; orsame day funds to one or more accounts designated by the Company. (ii) this Agreement is terminated by Parent or For the Company pursuant to Section 7.1(c), only as the result avoidance of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (anddoubt, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent and Guarantor be required obligated to pay pay, or cause to be paid, the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable whether pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement Guarantee. (iii) Notwithstanding anything to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or contrary set forth in connection with this Agreement, any of but subject to Section 8.2(a) and Section 9.5, the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s 's right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b8.2(c)(i) shall be constitute the sole and exclusive remedy of the Company Related Parties in circumstances where and the Company Subsidiaries against Parent, Merger Sub, the Guarantor, the Debt Financing Sources or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees (excluding the Company, the Company Subsidiaries, the Magnox Companies and any Company Joint Ventures, collectively, the "Parent Termination Fee is payable pursuant to this Section 7.3(bGroup") against the Parent Related Parties for any loss all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties Group shall not have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided, excepthowever, in each case(A) that Parent shall also be obligated with respect to Section 8.2(d) and (B) if the proceeds of the Debt Financing are available to be drawn down at the Closing pursuant to the terms of the Debt Commitment Letters or if the failure of the proceeds of the Debt Financing to be available to be drawn down at the Closing pursuant to the terms of the Debt Commitment Letters is the result of a breach of this Agreement by Parent or Merger Sub, and all the conditions under Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing) and the Closing does not occur, then (x) Parent shall pay, or cause to be paid, to the extent Company an amount equal to the Parent Termination Fee not later than the second (2nd) Business Day after the Company terminates the Agreement; and (y) the Company shall be entitled to payment from Parent of an amount equal to the Company's aggregate losses, if any, in excess of the Parent Termination Fee resulting from Parent or Merger Sub's Intentional Breach of this Agreement (but, together with the receipt of the Parent Termination Fee, subject to the Capped Damages). In no event shall the Company be entitled to seek or obtain any recovery or judgment in excess of the Parent Termination Fee against the Debt Financing Sources, including for any type of damage relating to this Agreement; provided that nothing in this Agreement shall in any way limit or modify any Debt Financing Source's obligations to Parent or Merger Sub under the Debt Commitment Letters. (iv) If any payment of the Parent Termination Fee is made pursuant to Section 7.28.2(c)(i), unless payments are owed pursuant to clause (y) of Section 8.2(c)(iii)(B), than such payment (A) shall constitute liquidated damages with respect to any claim for damages or any other claim which the Company would be entitled to assert against Parent, any member of the Parent Group (and such payment of the Parent Termination Fee shall be the sole and exclusive remedy) or any of their respective assets with respect to any such termination of this Agreement, and (B) shall constitute the sole and exclusive remedy with respect to any such termination of this Agreement based upon any breach or misrepresentation of any of the representations, warranties or covenants of Parent or Merger Sub in this Agreement, the failure to obtain Debt Financing or the failure by Parent to effect the Closing regardless of whether the Debt Financing is available. For the avoidance of doubt, Company is entitled to make a claim for both the Parent Termination Fee and for liabilities or damages arising from any breach or misrepresentation of any of the representations, warranties or covenants of Parent or Merger Sub in this Agreement, the failure to obtain Debt Financing or the failure by Parent to effect the Closing regardless of whether the Debt Financing is available.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (a) The parties agree that (i) if this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b7.1(h) and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c7.1(i) (with respect or Section 7.1(d) in circumstances in which the Company could terminate this Agreement pursuant to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such conditions would be satisfied were the Closing to occur at such time) and other than with respect to such covenants that, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)7.1(h) or waived and (D) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i7.1(i)), then Parent shall pay the Parent Termination Fee to the Company as promptly as practicable (andCompany, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to the Company as promptly as reasonably practicable (and, in any event, within two five (25) Business Days Days) following such termination, $124,000,000 (the “Parent Termination Fee”). (b) All payments under this Section 7.4 shall be made by wire transfer of immediately available fundsfunds to an account designated in writing by the Company, or in the absence of such designation, an account established for the sole benefit of the Company. (c) Each of the parties acknowledges and agrees that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement, the Parent Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company and the Company Related Parties for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement, which amounts would otherwise be impossible to calculate with precision, and that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. In For the avoidance of doubt, in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon . (d) Notwithstanding anything to the payment contrary in this Agreement, if Parent or Merger Sub fails to effect the Closing by Parent of the Parent Termination Fee as and when date the Closing is required by this Section 7.3(b), together with any fees, costs, expenses and interest payable to have occurred pursuant to Section 7.3(c)1.2 or otherwise breaches this Agreement or fails to perform its obligations hereunder, none then, (i) except for the right of the Company to seek an injunction or specific performance in accordance with Section 8.14, the sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person or otherwise) of the Company Related Parties against Parent, its Subsidiaries Merger Sub, the Equity Investors, the Financing Sources, each of their respective affiliates or any of their respective former, current or future officersdirect or indirect equity holders, general or limited partners, controlling Persons, stockholders, members, managers, directors, partnersofficers, stockholdersemployees, managersagents, membersaffiliates, Affiliates and Representatives or assignees or any former, current or future direct or indirect equity holder, general or limited partner, controlling Person, stockholder, member, manager, director, officer, employee, agent, affiliate, Representative or assignee of any of the foregoing (collectively, the “Parent Related Parties”) for such failure or breach shall have any further liability with respect to this Agreement or be the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none right of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by terminate this Agreement as provided (and solely to the extent provided) in Section 7.1(h) or any matters forming the basis for Section 7.1(i) or Section 7.1(d) and following such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to and solely to the extent required by Section 7.4(a), either directly from Parent or from the Equity Investors pursuant to the Termination Equity Commitment Letter, and (ii) following termination of this Agreement in accordance with Section 7.3(b7.1(h) shall be or Section 7.1(i) or Section 7.1(d) and payment of the sole Parent Termination Fee pursuant to and exclusive remedy solely to the extent required by Section 7.4(a), except with respect to any obligations of the Parent Related Parties under the Confidentiality Agreement, none of the Parent Related Parties will have any further liability or obligation to any of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss losses or damages suffered as a result of the failure of the Merger or the other transactions contemplated by this Agreement to be consummated or consummated, for a any breach or failure to perform hereunder hereunder, or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation otherwise relating to or arising out of this Agreement or the transactions contemplated hereby (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person or otherwise). (e) In the event that the Company terminates this AgreementAgreement in accordance with Section 7.1(h) or Section 7.1(i) or Section 7.1(d) and, except, in each case, pursuant to and solely to the extent provided required by Section 7.4(a), and Parent thereafter pays the Parent Termination Fee, then the Company agrees to cause any Proceeding pending in connection with this Agreement or any of the transactions contemplated hereby (including any Proceeding related to the Financing or the Termination Equity Commitment Letter, but except for any Proceeding with respect to the first sentence of Section 7.25.2(b)) by the Company or any of its affiliates, and to use its reasonable best efforts to cause any such Proceeding by any other Company Related Party against Parent or any other Parent Related Party, to be dismissed with prejudice promptly, and in any event within three (3) Business Days, after payment of the Parent Termination Fee pursuant to and solely to the extent required by Section 7.4(a). In no event shall the Company or any other Company Related Party seek any monetary damages from, or otherwise bring any Proceeding against, Parent or any other Parent Related Party in connection with this Agreement or any of the transactions contemplated hereby (including any Proceeding related to the Financing or the Termination Equity Commitment Letter), other than a Proceeding (i) to recover payment of the Parent Termination Fee payable pursuant to Section 7.4(a), (ii) for an injunction or specific performance in accordance with Section 8.14, or (iii) with respect to the first sentence of Section 5.2(b). In no event shall the Company be entitled to seek an injunction or the remedy of specific performance of this Agreement other than in accordance with Section 8.14.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in the event that: (i) this Agreement is terminated by If Parent or the Company terminates this Agreement pursuant to Section 7.1(b9.1(d) and, at the time of such termination, (A) one the condition set forth in Section 8.1(d) (solely because any such injunction or more order is in respect of, or any such Law is, the HSR Act or any other Applicable Antitrust Law) or Section 8.1(e) has not been satisfied and (B) all of the conditions set forth in Article VIII, other than the conditions set forth in Section 6.1(b) and Section 6.1(c8.1(d) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued solely because any such injunction or granted order is in respect of the Merger of, or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to any such Law is, the HSR Act or any other applicable antitrust Applicable Antitrust Law) have not been satisfied or waived (BSection 8.1(e) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such those conditions that by their nature are to be satisfied at the Closing (if provided that such conditions to be satisfied at the Closing would be satisfied were as of the Closing to occur at time of such time) and other than with respect to such covenants that, by their nature, are only applicable termination if the Closing were to occur (on the date of such astermination), Section 5.12 and Section 5.15)) or waived shall have been satisfied or, to the extent permitted by applicable Law, waived, and (D1) no breach the Outside Date has not been extended as a result of an election by the Company of its obligations under Parent pursuant to Section 5.1 or Section 5.7 has been the principal cause of the failure to be satisfied of all or any of the conditions listed in clause (A) of this Section 7.3(b)(i9.1(d)(ii), then Parent shall pay -103- or cause to be paid to the Company the Regulatory Parent Termination Fee or (2) the Outside Date has been extended as a result of an election by Parent pursuant to Section 9.1(d)(ii), Parent shall pay or cause to be paid to the Company as promptly as practicable (andthe Extended Parent Termination Fee, in any event, each case within two (2) Business Days following business days after such termination. (ii) If the Company terminates this Agreement pursuant to Section 9.1(g), Parent shall pay or cause to be paid to the Company the Financing Parent Termination Fee, in each case within two business days after such termination. (iii) In the event any amount is payable by Parent pursuant to the preceding clauses (i) or (ii), such amount shall be paid by wire transfer of immediately available funds; or funds to an account designated in writing by the Company. The Company shall promptly provide wire transfer instructions in writing to Parent upon request (ii) this Agreement is terminated by and in any event with sufficient time to allow Parent to pay or cause to be paid to the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach by the Company of its obligations under Section 5.1 or Section 5.7 has been the principal cause of the imposition of such Order or injunction, then Parent shall pay the Parent Termination Fee to payable hereunder within the Company as promptly as reasonably practicable (and, in any event, within two (2) Business Days following such termination) by wire transfer of immediately available funds. In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Upon the payment by Parent of the Parent Termination Fee as and when time periods required by this Section 7.3(b9.2(c), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall be the sole and exclusive remedy of the Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent Related Parties for any loss suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, except, in each case, to the extent provided in Section 7.2.

Parent Termination Fee. Any provision in this Agreement to the contrary notwithstanding, in (a) In the event that: (i) that this Agreement is terminated (i) (A) by Parent or the Company pursuant to Section 7.1(b9.01(b)(i) or (B) by Parent pursuant to Section 9.01(b)(i) at a time in which the Company had the right to terminate the Agreement pursuant to Section 9.01(b)(i) and, in each case, at the time of such termination, termination (Ax) one or more any of the conditions set forth in Section 6.1(b8.01(c) or (due to any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by any Governmental Authority issued under any Antitrust Law, or in connection with any approval, clearance, consent or filing thereunder) Section 8.01(b) and Section 6.1(c(y) (with respect all other conditions to Section 6.1(b), only as the result obligations of a Legal Restraint issued or granted in respect of Parent and Merger Subsidiary to consummate the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived (B) the condition set forth in Section 6.1(a) has been satisfied, (C) all of the other conditions set forth in Section 6.1 and Section 6.3 have been satisfied (other than any such conditions that by their nature are to be satisfied at the Closing (if such Closing, as applicable, but subject to the satisfaction or, to the extent permissible, waiver of those conditions would be satisfied were at the Closing to occur at such time) and other than with respect to such covenants thatClosing, by their nature, are only applicable if the Closing were to occur (such as, Section 5.12 and Section 5.15)as applicable) or waived and (Dii) no breach by the Company or Parent pursuant to Section 9.01(b)(ii) due to any order issued under or as a result of its obligations under Section 5.1 any Antitrust Law, or Section 5.7 has been the principal cause of the failure to be satisfied of all in connection with any approval, clearance, consent or filing thereunder, then, in any of the conditions listed in clause (A) of this Section 7.3(b)(i)such event, then Parent shall pay the Parent Termination Fee Company an amount, without offset or reduction of any kind, equal to $25,000,000, plus the Company as promptly as practicable actual and documented out-of-pocket expenses (and, in any event, within two (2an amount not to exceed $5,000,000) Business Days following such termination) by wire transfer of immediately available funds; or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(c), only as the result of an Order or injunction issued or granted in respect of the Contemplated Transactions by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law and, at the time of such termination, (A) one or more of the conditions set forth in Section 6.1(b) and Section 6.1(c) (with respect to Section 6.1(b), only as the result of a Legal Restraint issued or granted in respect of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity pursuant to the HSR Act or any other applicable antitrust Law) have not been satisfied or waived, (B) no event shall have occurred such that the conditions set forth in Section 6.1(a) or Section 6.3 shall not be capable of being satisfied and (C) no breach incurred by the Company of and its obligations under Section 5.1 or Section 5.7 has been Subsidiaries in connection with this Agreement and the principal cause of transactions contemplated thereby (the imposition of such Order or injunction, then Parent shall pay the “Parent Termination Fee to the Company as promptly as reasonably practicable (andFee”), in any event, within two (2) Business Days following such termination) which amount shall be payable by wire transfer of immediately available funds. In no event shall Parent be required to pay the The Parent Termination Fee on more (which, if owing, shall be payable only once) shall be paid, promptly (but in no event later than one occasionthree (3) Business Days) following the termination. Upon the payment by Parent of the Parent Termination Fee as and when required by this Section 7.3(b), together with any fees, costs, expenses and interest payable pursuant to Section 7.3(c), none of Parent, its Subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement Notwithstanding anything to the Company or its Affiliates or Representatives, and none of the Company Related Parties or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective Affiliates arising out of or contrary set forth in connection with this Agreement, any including Section 10.13 and other than in the case of fraud or willful and material breach, each of the transactions contemplated by this Agreement or any matters forming the basis for such termination, except, in each case, to the extent provided in Section 7.2. The parties hereto expressly acknowledges and agrees that Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to this Section 7.3(b) 9.04 (plus any costs, expenses or interest payable in connection therewith pursuant to Section 9.04(b), in circumstances in which the Parent Termination Fee is payable)), shall be constitute the sole and exclusive remedy of the Company and its Affiliates and any of their respective Company Related Parties in circumstances where the Parent Termination Fee is payable pursuant to this Section 7.3(b) against the Parent or the Merger Subsidiary and any other Parent Related Parties Party for all any loss and all losses, claims, damages, liabilities, costs, fees, expenses (including reasonable attorney’s fees and disbursements), judgments, inquiries and fines suffered as a result in respect of this Agreement (including in respect of any breach of any representation, warranty, covenant or agreement or the failure of the Merger to be consummated) or the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwisein such circumstances, and upon payment of the Parent Termination FeeFee to Company pursuant to this Section 9.04 (plus any costs, expenses or interest payable in connection therewith pursuant to Section 9.04(b)), none of the Parent Related Parties shall have any further liability or obligation to any of the Company Related Parties relating to or arising out of this Agreement or the transactions contemplated hereby. (b) Parent and Merger Subsidiary acknowledge and hereby agree that the provisions of this Section 9.04 are an integral part of the transactions contemplated by this Agreement, exceptand that, in each casewithout such provisions, the Company would not have entered into this Agreement. Accordingly, if Parent fails promptly to pay any amount due to the extent provided Company pursuant to this Section 9.04, it shall also pay any costs and expenses incurred by the Company in Section 7.2connection with a legal action to enforce this Agreement that results in a judgment against Parent for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of JPMorgan Chase Bank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date.