Common use of Reverse Termination Fee Clause in Contracts

Reverse Termination Fee. In the event of any valid termination of this Agreement by (i) the Company in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), or (ii) the Company or Parent in accordance with Section 8.1(c) and, at that time, the Company could have terminated in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), Parent shall pay, or cause to be paid, to the Company a fee in an amount equal to $550,000,000 (the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account or accounts designated by the Company within five (5) Business Days of such termination, it being understood that in no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse 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. Each of the Parties acknowledges and agrees that the agreements contained in this Section 8.3(a) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, but subject to the rights expressly set forth in Section 9.10(b)(ii), (i) the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties and any other Person against (A) the Buyer Parties, the Guarantors, or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) 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 hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount.

Reverse Termination Fee. In If this Agreement is terminated by Parent or the event Company pursuant to (i) Section 10.01(b)(i) and, at the time of any valid such termination, the conditions set forth in Section 9.01(a) or Section 9.01(c) shall not have been satisfied (in each case, solely as a result of failure to obtain the expiration or termination of the applicable waiting period relating to the Merger under the HSR Act or the issuance of an injunction or order or application of Applicable Law or other legal prohibition, in each case relating to antitrust laws in the United States) or (ii) Section 10.01(b)(ii) (solely as a result of failure to obtain the expiration or termination of the applicable waiting period relating to the Merger under the HSR Act or the issuance of an injunction, order or decree relating to antitrust laws in the United States), and at the time of such termination referred to in clause (i) or (ii) above, the conditions set forth in Section 9.02(a) and Section 9.02(b) shall have been satisfied (assuming for the purpose of determining whether the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfied in this clause, that all references to “Effective Time” in Section 9.02(a) and Section 9.02(b) shall be deemed to refer instead to the time of termination of this Agreement by (iunder this Section) the Company or waived in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10this Agreement, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), or (ii) the Company or Parent in accordance with Section 8.1(c) and, at that time, the Company could have terminated in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), then Parent shall paypromptly, or cause to be paidbut in no event later than two Business Days after the date of such termination, pay to the Company a fee in an amount equal to (i) $550,000,000 145,000,000 (the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account or accounts designated by the Company within five minus (5ii) Business Days the aggregate amount actually paid by Parent (or any of such terminationits Affiliates) pursuant to Section 8.01(b). For the avoidance of doubt, it being understood that in no event shall Parent be required to pay (i) the Reverse Termination Fee on more than one occasion, whether or not shall only be payable by Parent once hereunder and (ii) upon payment of the Reverse Termination Fee may (minus the aggregate amount actually paid by Parent (or any of its Affiliates) pursuant to Section 8.01(b)), no amount shall 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. Each of the Parties acknowledges and agrees that the agreements contained in this Section 8.3(a) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision8.01(b). Notwithstanding anything to the contrary contained in this Agreement, but subject to except in the rights expressly set forth in Section 9.10(b)(ii)case of fraud or Willful Breach of this Agreement by Parent or Merger Sub, (i) the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) from Parent shall be the sole and exclusive remedy of the Company Related Parties against Parent, Merger Sub and any other Person against (A) the Buyer Parties, the Guarantors, or any of their Affiliates and their respective Affiliates or Representatives (including any TA Person and any CD&R each such Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the a “Parent Related PartiesParty”) for any loss, liability or damages the loss suffered as a result of the failure of the Closing Merger to occur, for a breach be consummated or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages loss suffered as a result of the failure of the Closing to occur, for a any breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim covenant or otherwise (agreement in any casethis Agreement, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make upon payment of the Reverse Termination Fee pursuant to this Section 8.3(a)such amount, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) none of the Parent or any other Parent Related Parties Party shall have any further liability or obligation relating to or arising out of this Agreement or Agreement; provided, however, that the transactions contemplated hereby and (B) no Company Related Party foregoing shall be entitled to bring, and not limit the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any rights of the Company Related Parties seek or obtain, nor will they permit any of their Representatives its Affiliates, or any other Person acting on of its or their behalf respective Representatives, or the obligations of Parent to seek pay or obtain, nor will any Person be entitled to seek or obtainreimburse, any monetary recovery amounts payable or award reimbursable by Parent under the Surviving Economic Provisions. Nothing in this Section 11.04(c) shall limit the rights of the Company under Section 11.13 (whether for Fraud, Willful Breach or otherwise and including consequentialwith respect to injunctive or similar relief), special, indirect or punitive damages) from any Parent Related Party in excess each case prior to the termination of the Maximum Parent Liability Amountthis Agreement.

Reverse Termination Fee. In the event of any valid termination of this Agreement by (i) If this Agreement is validly terminated (A) by the Company in accordance with pursuant to Section 10.01(d)(ii) (xParent Breach) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or 10.01(d)(iii) (y) Section 8.1(iFailure to Close), or (iiB) by Parent or the Company or Parent in accordance with pursuant to Section 8.1(c10.01(b)(i) and, (End Date) at that time, a time when the Company could may have terminated in accordance with been entitled to terminate this Agreement pursuant to Section 10.01(d)(ii) (xParent Breach) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or 10.01(d)(iii) (y) Section 8.1(iFailure to Close), then, in the case of each of the foregoing clauses (A) and (B), then Parent shall pay, or cause to be paid, pay to the Company a fee in Company, an amount in cash equal to $550,000,000 100,491,007.71 in immediately available funds (the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account or accounts designated by the Company within five two (52) Business Days of such valid termination, it being understood that in no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse 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. Each of the Parties acknowledges and agrees that the agreements contained in this Section 8.3(a. (ii) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this AgreementAgreement or any other Transaction Document, but subject in all respects to Section 10.02, this Section 11.04, Section 11.13, and Section 11.14 (including in the case of each of the foregoing sections, the limitations set forth therein), if Parent fails to effect the Closing when required pursuant to Section 2.01 for any reason or no reason or otherwise prior to the rights expressly set forth valid termination of this Agreement breaches this Agreement or any other Transaction Document (whether such breach is willful, intentional, unintentional or otherwise) or, prior to the termination of this Agreement, fails to perform hereunder or thereunder or fails to perform any obligation under Applicable Law (in Section 9.10(b)(iieach case, whether such failure is willful, intentional, unintentional or otherwise), (i) then the Company’s receipt right, to either (A) terminate this Agreement pursuant to Section 10.01 and following such termination obtain one, but never more than one of, of (x) if such termination is pursuant to Section 10.01(d)(ii) (Parent Breach) or Section 10.01(d)(iii) (Failure to Close) (or pursuant to Section 10.01(b)(i) (End Date) at a time when the Company may have been entitled to terminate this Agreement pursuant to Section 10.01(d)(ii) (Parent Breach) or Section 10.01(d)(iii) (Failure to Close)), receive the Reverse Termination Fee (if payable) pursuant to this under Section 8.3(a11.04(c)(i), if, as, and when due, together with any enforcement expenses payable amounts if, as, and when due, pursuant to Section 8.3(d11.04(d) (subject to a maximum aggregate amount of $5,000,000), and the Company’s right to seek indemnification and reimbursement in accordance with Section 8.10(c) (subject to a maximum aggregate amount of $1,000,000), or (y) if such valid termination is pursuant to any reimbursement other provision of Section 10.01 other than as set forth in the foregoing clause (x), monetary damages for fraud by Parent prior to the valid termination of this Agreement (which for the avoidance of doubt shall not exceed the Maximum Liability Amount), or (B) obtain a decree or order of specific performance or other equitable relief, if and indemnification obligations payable to the extent permitted pursuant to Section 6.5(f11.13, it being understood and agreed that in the case of clause (A) or (whichB), notwithstanding anything to as applicable, the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) remedy set forth therein shall be the sole and exclusive remedy of the Company Related Parties and any other of its Related Persons against any Person against (A) the Buyer Parties, the Guarantors, or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person)Parent, Merger Sub, Sponsors, the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders any of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns the Related Persons of any of the foregoing (the Persons in clauses (Aforegoing) and (B) collectivelypursuant to this Agreement; provided, the “however, that under no circumstances shall Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing be obligated to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of pay the Reverse Termination Fee (if payable) pursuant to on more than on occasion; provided further, that nothing in this Section 8.3(a)11.04(c)(ii) shall limit, abridge or otherwise modify any enforcement expenses payable pursuant remedies available to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) 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 hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise Confidentiality Agreement. (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breachiii) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a))or any other Transaction Document, (i) under no circumstances will any Company Related Party be entitled tothe maximum aggregate liability of Parent, Merger Sub, and no Parent their respective Related Party will have any liability Persons under this Agreement and the other Transaction Documents, collectively, or obligation in respect ofconnection with the Transactions, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of in connection with the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter such Transactions to be consummated, for any breach or failure to perform hereunder or thereunder, for in respect of any representation made or alleged to have been be made in connection herewith or therewith, whether in equity or at law, in connection withcontract, relating to in tort or arising out otherwise (including, for the avoidance of any Transaction Claim (doubt, monetary damages for fraud or breach, whether for Fraudwillful, Willful Breach intentional, unintentional or otherwise, or monetary damages in lieu of specific performance), shall not exceed an aggregate amount greater than the sum of (A) the Reverse Termination Fee, if, as, and when required pursuant to Section 11.04(c)(i), (B) any amounts if, as, and when due pursuant to Section 11.04(d) (subject to a maximum aggregate amount of $5,000,000), and (C) the Company’s right to seek indemnification and reimbursement in accordance with Section 8.10(c) (subject to a maximum aggregate amount of $1,000,000) (the amounts of items (A), (B) and (C), collectively, the “Maximum Liability Amount”) and in no event shall the Company, or any of its Related Persons, seek, directly or indirectly, to recover any damages, losses or other Liabilities whatsoever (including consequential, indirect, or punitive damages) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”); provided that nothing in this Section 11.04(c)(iii) shall limit, and (ii) in no event will abridge or otherwise modify any of remedies available to the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of under the Maximum Parent Liability AmountConfidentiality Agreement.

Reverse Termination Fee. (a) In the event of any valid termination of that this Agreement is validly terminated by Parent or the Company (i) pursuant to Section 9.1(d) and at the Company time of such termination, one or more of the conditions to Closing set forth in accordance with Section 7.5 (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10to the extent related to any applicable Antitrust Law), Section 4.117.6, Section 4.12, Section 6.2 8.4 (to the extent related to any applicable Antitrust Law) or Section 6.5 8.5 have not been satisfied or waived, but all other conditions to Closing set forth in Article 7 and Article 8 have been satisfied or waived (yexcept for those conditions that by their nature are to be satisfied at the Closing (so long as such conditions are capable of being satisfied if the Closing were to occur on such date)) Section 8.1(i), or (ii) pursuant to Section 9.1(d) (to the extent related to any applicable Antitrust Law), then promptly, but in any event within two (2) Business Days after the date of such termination, Parent shall pay or cause to be paid to the Company (or, if instructed by the Company in writing, its designee) an amount in cash equal to $70,000,000 (the “Termination Fee”) by wire transfer of immediately available funds to one or more accounts designated in writing by the Company (or its designee), so long as a material breach by the Company of its obligations under this Agreement was not the primary cause of the failure of the transactions to be consummated by the Termination Date or of the entry of such injunction or other order, as applicable. The Company shall have the right to assign its right to receive the Termination Fee to one or more Persons in its sole discretion. (b) The Parties acknowledge and agree that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not otherwise enter into this Agreement; accordingly, if Parent in accordance with fails to pay the Termination Fee pursuant to Section 8.1(c9.3(a) on or prior to the date such amounts are due hereunder, and, at that timein order to obtain such payment, the Company could have terminated commences an Action that results in accordance with (x) a final, nonappealable judgment against Parent for the payment of the Termination Fee pursuant to Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i9.3(a), Parent shall pay, or cause to be paid, to the Company a fee in interest on such amount at an amount annual rate equal to $550,000,000 the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the date such amounts were originally due hereunder which shall accrue from such date through the date such payment is actually delivered to the Company or its designee, and the costs and expenses (the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account or accounts designated including reasonable attorneys’ fees and expenses incurred by the Company within five in connection with such action or proceeding) (5collectively, “Interest”). (c) Business Days Other than in connection with the enforcement of the Confidentiality Agreement, following any termination of this Agreement in accordance with its terms, in the event that Parent is required to pay the Termination Fee pursuant to Section 9.3(a) and Parent timely pays the full Termination Fee together with any Interest, if applicable, payment of such terminationfee and the Company’s right to enforce its rights under the Financing Cooperation Obligations shall be the sole and exclusive remedy of the Company and its Affiliates against Parent, it being understood Merger Sub and any of their respective former, current and future Affiliates, representatives, shareholders, members, managers, partners, successors and assigns and the Debt Financing Related Parties for any losses, damages or liabilities suffered or incurred as a result of or under this Agreement or the transactions contemplated by this Agreement, including the failure of the Closing to occur. (d) The Parties acknowledge and agree that (i) in no event shall Parent be required to pay pay, or cause to be paid, the Reverse Termination Fee on more than one occasion, whether or not occasion and (ii) any payment of the Reverse 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. Each of the Parties acknowledges and agrees that the agreements contained (together with Interest, if applicable), as applicable, described in this Section 8.3(a) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee 9.3 is not a penalty, penalty but constitutes is liquidated damages in a reasonable amount that will compensate the Company and in the Company Stockholders circumstances in which such fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyby this Agreement, which amount could would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, but subject to the rights expressly set forth in Section 9.10(b)(ii), (i) the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties and any other Person against (A) the Buyer Parties, the Guarantors, or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) 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 hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount.

Reverse Termination Fee. In the event of any valid termination of (a) If this Agreement is validly terminated by (ithe Seller Parent pursuant to Section 12.1(c) the Company in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 12.1(f) or (yby Seller Parent or Buyer pursuant to Section 12.1(e) at a time when this Agreement was terminable by Seller Parent pursuant to Section 8.1(i12.1(f), or (ii) the Company or then Buyer shall pay to Seller Parent in accordance with Section 8.1(c) and, at that time, the Company could have terminated in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), Parent shall pay, or cause to be paid, to the Company a fee in an the amount equal to of $550,000,000 215,000,000 (the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account or accounts designated by the Company within five (5) Business Days of such termination, it being understood that in no event shall Parent be required to pay the Seller Parent. The Reverse Termination Fee on more shall be paid no later than one occasion, whether or not the Reverse Termination Fee may be payable pursuant to more than one provision five business days after notice of termination of this Agreement at the same in accordance with Section 12.1(c) or at different times and upon the occurrence of different events. Section 12.1(f). (b) Each of the Parties acknowledges and parties hereto agrees that the agreements contained in this Section 8.3(a) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, but subject to the rights expressly set forth in Section 9.10(b)(ii), (i) the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties and any other Person against if Buyer breaches this Agreement (A) the Buyer Parties, the Guarantors, or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event with respect to any allegation of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) 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 hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwisefraud) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure fails to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise hereunder (in any case, whether willfully, intentionally, unintentionally or otherwise, including with respect to any allegation of fraud), including then, except for the right to seek specific performance in accordance with and subject to the event terms and conditions of Fraud Section 13.16, the sole and exclusive remedy of Seller Parent or Willful Breachany of its Affiliates or direct or indirect equity holders (whether at law, in equity, in contract, in tort or otherwise) and against Buyer, the Company shall cause any such litigationParents, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) Lender Related Parties and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement of their respective direct or indirect, former, current or future equityholders, controlling persons, directors, officers, employees, general or limited partners, members, managers, Affiliates, representatives, agents or assignees (including this Section 8.3(a)), (ieach a “Buyer Related Party”) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation other agreement executed in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of connection with the transactions contemplated by this hereby (including the Financing Commitments, the Guarantees, any Buyer Ancillary Agreement or Seller Ancillary Agreement) or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for respect of any breach or failure to perform hereunder or thereunder, for any oral representation made or alleged to have been made in connection herewith or therewiththerewith or otherwise, shall be for Seller Parent to terminate this Agreement pursuant to Section 12.1(c) or Section 12.1(f) (in each case, only if permitted under the terms thereof) and in such case, Seller Parent shall have the right to receive payment of the Reverse Termination Fee and payment of any Expenses incurred by Seller Parent or any of its Affiliates in connection withwith the recovery or collection of the Reverse Termination Fee, up to a maximum amount of $5,000,000 (“Specified Expenses”); provided, that in no event shall any Buyer Related Party in the aggregate be subject to monetary damages other than the payment of the Reverse Termination Fee and Specified Expenses. Except for the Buyer’s obligation to pay the Reverse Termination Fee to the extent triggered and Specified Expenses, if any, (i) no Buyer Related Party shall have any liability or obligation relating to or arising out of this Agreement, any Transaction Claim contract or agreement executed in connection herewith (whether for Fraudincluding the Financing Commitments, Willful Breach the Guarantees, any Buyer Ancillary Agreement or otherwiseSeller Ancillary Agreement) in excess or any of the amount of transactions contemplated hereby or thereby (or the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”abandonment or termination thereof), and (ii) none of Seller Parent or its Affiliates shall be entitled to bring or maintain any action, suit or proceeding against any Buyer Related Party arising out of or in no event will connection with this Agreement, any contract or agreement executed in connection herewith (including the Financing Commitments, the Guarantees, any Buyer Ancillary Agreement or Seller Ancillary Agreement) or any of the Company Related Parties seek transactions contemplated hereby or obtain, nor will they permit any of their Representatives thereby (or the abandonment or termination thereof) or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award (whether matters forming the basis for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount.such termination and

Reverse Termination Fee. (a) In the event of any valid termination of this Agreement by that (i) this Agreement is terminated (a) by the Company in accordance with Purchaser pursuant to Section 9.1(e), (xb) by the Sellers pursuant to Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i9.1(f), or (c) by the Sellers or the Purchaser pursuant to Section 9.1(d) (but only if the applicable Judgment or other nonappleable final action relates to a Competition Law), and (ii) on the Company date of such termination all of the conditions to Closing set forth in Section 8.1 and Section 8.2 shall have been satisfied or Parent in accordance with Section 8.1(c) andwaived, at that time, the Company could have terminated in accordance with other than (x) the conditions set forth in Section 8.1(g) where such termination is based solely on a breach of Section 4.108.1(a), Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) the conditions set forth in Section 8.1(i8.1(b) (but only if the applicable Proceeding, Law or Judgment relates to a Competition Law) and (z) those conditions that are by their nature to be satisfied at the Closing (but, in the case of clause (z), Parent which conditions would be satisfied if the Closing Date were the date of such termination), then the Purchaser shall pay, or cause to be paid, promptly pay to the Company a fee in an amount equal to $550,000,000 (Sellers the “Reverse Termination Fee”) in cash Fee by wire transfer of immediately available same day funds to an account or accounts designated in writing by the Company within five Sellers to the Purchaser for such purpose (5) Business Days of such termination, it being understood that in no event shall Parent the Purchaser be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse 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. Each of the Parties acknowledges and agrees ). (b) The parties acknowledge that the agreements contained in this Section 8.3(a) 9.3 are an integral part of the transactions contemplated hereby by this Agreement, and that, that without these agreements, the Parties parties hereto would not enter into this Agreement. Each ; accordingly, if the Purchaser fails to promptly pay the amounts due pursuant to this Section 9.3 and, in order to obtain such payment, the Sellers commence a suit that results in a judgment against the Purchaser for any amounts due pursuant to this Section 9.3, the Purchaser shall pay to the Sellers their out-of-pocket, documented costs and expenses (including reasonable attorneys’ fees) in connection with such suit, together with interest on the amount of any unpaid fee, cost or expense at the Parties further acknowledges publicly announced prime rate of Bank of America, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date. (c) The parties acknowledge that the Reverse Termination Fee is shall not constitute a penalty, penalty but constitutes liquidated damages damages, in a reasonable amount that will compensate the Company and Sellers in the Company Stockholders circumstances in which the Reverse Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, but subject to the rights expressly set forth in Section 9.10(b)(ii), (i) the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties and any other Person against (A) the Buyer Parties, the Guarantors, or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) 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 hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount.

Reverse Termination Fee. In the event of any valid termination of (a) If this Agreement by is validly terminated: (i) by Seller pursuant to Section 9.1(c); (ii) by Seller pursuant to Section 9.1(e); (iii) by Seller pursuant to Section 9.1(f); (iv) by Seller pursuant to Section 9.1(g); (v) by Purchaser or Seller pursuant to Section 9.1(b)(i) at a time when all of the Company conditions set forth in Section 8.1(a) and Section 8.2 have been satisfied (other than those conditions that, by their nature, can only be satisfied or waived at the Closing, but which would be capable of being satisfied if the Closing Date were the date of such termination); or (vi) by Purchaser or Seller pursuant to (A) Section 9.1(b)(ii)(x) if the applicable Governmental Entity is a Chinese entity or the applicable Law or Order relates to any of the regulatory approvals set forth in Section 8.1(b) or (B) Section 9.1(b)(ii)(y) (other than with respect to approvals required for the satisfaction of the condition set forth in Section 8.1(a)). (each of (i) through (vi), a “Specified Termination”) then (a) in each case of (i) through (vi), Purchaser shall instruct the Escrow Agent pursuant to and in accordance with the terms of the Escrow Agreement, to pay to Seller within two (2) Business Days of termination, to an account designated by Seller under the Escrow Agreement, in immediately available funds, (x) Section 8.1(g) where such termination is based solely on a breach the Escrow Amount of Section 4.10$600,000,000, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i)if such Specified Termination occurs prior to the Restructuring Phase I Completion Date, or $500,000,000) (ii) the Company or Parent in accordance with Section 8.1(c) and, at that time, the Company could have terminated in accordance with subclauses (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), Parent shall payas applicable, or cause to be paid, to the Company a fee in an amount equal to $550,000,000 (the “Reverse Termination Fee”) and (b) in cash by wire transfer the case of immediately available funds a Specified Termination pursuant to an account or accounts designated by (iv), Purchaser shall also pay any shortfall between the Company Reverse Termination Fee and the amount that has been deposited with the Escrow Agent, within five two (52) Business Days of such termination, it being understood that in no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse 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. . (b) Each of the Parties Party acknowledges and agrees that the agreements contained in this Section 8.3(a) 9.4 are an integral part of the transactions contemplated hereby by this Agreement and that, without these agreements, the Parties other Party would not enter into this Agreement. Each of the The Parties further acknowledges acknowledge that the Reverse Termination Fee shall not constitute a penalty but is not a penaltyliquidated damages, but constitutes liquidated damages in a reasonable amount that will compensate Seller in the Company and circumstances in which the Company Stockholders Reverse Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebySale, which amount could would otherwise be impossible to calculate with precision. Notwithstanding anything The Parties acknowledge that the right of Seller to receive the contrary Reverse Termination Fee shall not limit or otherwise affect the Seller’s right to specific performance as provided in this Agreement, but subject to Section 11.13 or the Parties’ respective rights expressly as set forth in Section 9.10(b)(ii9.3. In no event, however, shall the Seller be entitled to receive both effective specific performance actually resulting in the Closing and the Reverse Termination Fee. (c) In any circumstance in which the Seller effects a Specified Termination and receives the Reverse Termination Fee in full pursuant to Section 9.4(a), (i) except for the CompanySeller Reimbursable Expenses and as provided in Section 9.5(a), Seller’s termination of this Agreement and receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties Seller and any other Person its Affiliates against (A) the Buyer PartiesPurchaser, the GuarantorsGuarantor under the Guaranty, or the parties to the Debt Commitment Letters, the other Debt Financing Sources and any of their respective Affiliates respective, direct or Representatives (including any TA Person and any CD&R Person)indirect, the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any managers, officers, directors, employees, attorneysrepresentatives, agents or Representativesagents, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Purchaser Related Parties”) for any loss, liability or damages loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the failure of transactions contemplated hereby, the Closing to occur, for a breach Guaranty or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful BreachLetters, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s upon such Specified Termination and receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a)Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) none of the Parent Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or Agreement, the transactions contemplated hereby hereby, the Guaranty, the Debt Commitment Letters, the Debt Financing or any Alternative Financing (except that the applicable Purchaser Related Parties shall remain obligated for, and (B) no Company Related Party shall Purchaser and its Subsidiaries may be entitled to bringremedies with respect to, and any breach of the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theoryConfidentiality Agreement, whether sounding in law (whether for breach of equity or at law, in contract, in tort or otherwise) or in equity against a Parent Related Party with respect to. For the avoidance of doubt, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary nothing in this Agreement (including this Section 8.3(a)), (i9.4(c) shall limit any remedies of Seller for specific performance under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount11.13.

Reverse Termination Fee. In the event of any valid termination of (a) If this Agreement is terminated by the Purchaser or MFI pursuant to Section 10.1(b), 10.1(c) or 10.1(d) and the Purchaser has not satisfied the Competition Act Clearance condition set out in Section 6.5 prior to the End Date, then, provided (i) such failure is not due to the Company failure of MFI to comply in accordance all material respects with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), or its obligations under this Agreement and (ii) the Company or Parent conditions in accordance with Section 8.1(c) andSections 6.1, at that time6.2, 6.3, 6.4 and 6.7 have been satisfied, the Company could have terminated in accordance Purchaser shall pay to MFI, contemporaneously with (x) Section 8.1(g) where such the termination is based solely on of this Agreement, a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), Parent shall pay, or cause to be paid, to the Company a termination fee in an the amount equal to of $550,000,000 12,000,000 (the “Reverse Termination Fee”) in cash ). Any Reverse Termination Fee payable hereunder shall be paid by way of wire transfer of in immediately available funds to an account or accounts designated specified by the Company within five (5) Business Days of such termination, it being understood that in no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse 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 eventsMFI. Each of the Parties acknowledges and MFI agrees that the agreements contained in this Section 8.3(a) are an integral part of payment by the transactions contemplated hereby Purchaser and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, but subject to the rights expressly set forth in Section 9.10(b)(ii), (i) the Company’s receipt by MFI of the Reverse Termination Fee (if payable) pursuant to in the manner provided in this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) 10.3 shall be the sole and exclusive remedy of MFI with respect to this Agreement and the Company Related Parties termination hereof, and that MFI shall not have any other Person further claim against (A) the Buyer Parties, the Guarantors, Purchaser or any of their respective its Affiliates arising from or Representatives (including in connection with this Agreement or the termination hereof, except for any TA Person and any CD&R Person), breaches by the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any Purchaser of the foregoing covenants set forth in Section 12.12 (Confidentiality) or the Persons in clauses Confidentiality Agreement. (Ab) and (BNotwithstanding Section 10.3(a) collectivelyabove, the “Parent Related Parties”) for any loss, liability or damages suffered as a result provided that all of the failure of conditions set out in Article 6 have been satisfied or waived in accordance with this Agreement, Section 10.3(a) shall not apply if (i) the Closing to occur, for a breach or failure to perform hereunder, under Purchaser has waived the Debt Commitment Letters or the Equity Commitment Letter, Competition Act Clearance condition in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful BreachSection 6.5, and (ii) there is no Law prohibiting the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) 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 hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure completion of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability AmountAgreement.

Reverse Termination Fee. (a) In the event of any valid termination of that this Agreement by (i) the Company in accordance with is validly terminated pursuant to (x) Section 8.1(g7.1(b)(i) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i)7.1(b)(ii) or Section 7.1(b)(iii) as a result of an Order issued under, or (ii) the Company related to an action commenced under or Parent in accordance with Section 8.1(c) pursuant to, any Competition Law, and, at that time, in the Company could have terminated in accordance with case of either clause (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), Parent shall payat the time of such valid termination all conditions in Section 6.1 and Section 6.2 (other than (A) those conditions that by their nature cannot be satisfied until the Closing, provided such conditions are then capable of being satisfied, (B) the condition in Section 6.1(a) or (C) the condition in Section 6.1(b) if such condition has not been satisfied as a result of an Order issued under, or cause related to be paidan action commenced under or pursuant to, any Competition Law) are satisfied, then Buyer shall pay to the Company a fee in an amount equal to $550,000,000 (the “Reverse Termination Fee”) in cash Sellers, by wire transfer of immediately available same day funds to an account or accounts designated by Sellers, an aggregate amount equal to the Company Antitrust Reverse Termination Fee within five three (53) Business Days of the date of such termination, termination (it being understood that in no event shall Parent Buyer be required to pay the Antitrust Reverse Termination Fee on more than one occasion, whether or not the Reverse 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. Each of the Parties acknowledges and agrees that the agreements contained in this Section 8.3(aonce). (b) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this AgreementAgreement or otherwise, but subject in the event that this Agreement is terminated in the circumstances in which the Antitrust Reverse Termination Fee is payable pursuant to the rights expressly set forth in Section 9.10(b)(ii), 7.3(a) (i) the Company’s receipt of the Reverse Termination Fee right to enforce payment thereof (if payable) pursuant to this Section 8.3(a), and any enforcement expenses amounts payable pursuant to Section 8.3(d7.3(c)) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) against Buyer shall be the sole and exclusive remedy of the Company Related Parties Sellers and their respective Nonparty Affiliates against Buyer and any other Financing Source, and any of their respective Nonparty Affiliates, in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any Litigation, by virtue of any Law and whether by or through any attempted piercing of the corporate veil, by or through a claim by or on behalf of a party or another Person against or otherwise, and (Aii) upon payment of the Antitrust Reverse Termination Fee pursuant to Section 7.3(a) (and, if applicable, and any amounts payable pursuant to Section 7.3(c)), none of Buyer Parties, the Guarantorsor any Financing Source, or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Nonparty Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) none of the Parent Related Parties shall have any further liability Liability or obligation relating to or arising out of this Agreement or the Debt Financing Commitment or the transactions contemplated hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such paymentthereby. Notwithstanding anything to the contrary in this Agreement or otherwise, in no event will the Sellers or any of their Affiliates be entitled to seek or receive damages as a remedy in respect of an alleged breach of Buyer’s obligations under Section 4.3, or in connection with any termination pursuant to Section 7.1(d) or Section 7.1(e) based on an alleged breach of Buyer’s obligations under Section 4.3, that in the aggregate exceed the amount of the Antitrust Termination Fee. (including c) Each party acknowledges that the agreements contained in this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure 7.3 are an integral part of the transactions contemplated by this Agreement or and that, without these agreements, the other parties would not enter into this Agreement. Accordingly, if Buyer fails promptly to pay the Antitrust Reverse Termination Fee when due pursuant to Section 7.3(a) and, in the Debt Commitment Letters or the Equity Commitment Letter order to be consummatedobtain such payment, Sellers commence a suit that results in a judgment against Buyer for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Antitrust Reverse Termination Fee, any enforcement expenses payable Buyer shall pay to Sellers, together with the Antitrust Reverse Termination Fee, (i) interest on the Antitrust Reverse Termination Fee at an annual rate equal to the Interest Rate, from the date the Antitrust Reverse Termination Fee was required to be paid pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”7.3(a), and (ii) Sellers’ costs and expenses (including reasonable attorneys’ fees) incurred in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amountconnection with such suit.

Reverse Termination Fee. In the event of any valid termination of this Agreement by (a) If (i) the Company in accordance with (xSellers validly terminate this Agreement pursuant to Section 7.1(c) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i7.1(e), or and (ii) at such time the Company or Parent conditions set forth in accordance with Section 8.1(c) and, at that time, the Company could 6.1 and Section 6.3 have terminated in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 been satisfied or (yto the extent permitted by applicable Law, in the case of the conditions set forth in Section 6.1) Section 8.1(iwaived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing) (such termination, a “Specified Termination”), Parent shall pay, then Buyer will pay the Sellers (or cause to be paid, to the Company a fee in their designee) an aggregate amount equal to $550,000,000 25,000,000 (the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account or accounts designated by the Company within five two (52) Business Days after the date of such termination. ▇▇▇▇▇ agrees that, it being understood in the event that this Agreement is validly terminated as a Specified Termination, then, subject to Section 7.3(e) below and absent actual (and not constructive) fraud, (A) the sole and exclusive remedy (whether in no event law, in contract, in tort or otherwise) of each Seller, the Acquired Entities, and each of their respective Affiliates and Representatives or any other Person claiming by or through any of the foregoing persons arising out of, related to or in connection with this Agreement, the Ancillary Agreements, the Transactions and the Financing Commitments against Buyer, any Financing Source or any Debt Financing Source Related Person shall Parent be required to receive from Buyer the Reverse Termination Fee in accordance with and subject to the terms and conditions of this Section 7.3(a) along with if, applicable, any Reverse Termination Fee Collection Amounts pursuant to the last sentence of Section 7.3(b) (the Reverse Termination Fee, along with any such Reverse Termination Fee Collection Amounts, the “Reverse Termination Payment Amounts”), and (B) other than the obligation of Buyer to pay the Reverse Termination Fee Payment Amounts as set forth above, Sellers shall not, shall cause their Affiliates not to, and shall cause their Representatives acting on more behalf of Sellers not to, assert in any Action, and Sellers hereby irrevocably waive (on behalf of themselves, their Affiliates and their Representatives acting on behalf of Sellers), any assertion or claim, for damages against any of the Buyer Related Parties (other than one occasionBuyer Parent, whether in accordance with Section 9.18) or not any Financing Source or Debt Financing Source Related Person arising out of, related to or in connection with this Agreement, the Reverse Termination Fee may be payable pursuant to more than one provision of Ancillary Agreements, the Transactions and the Financing Commitments, if this Agreement at the same or at different times is terminated as a Specified Termination. (b) Each Seller and upon the occurrence of different events. Each of the Parties Buyer acknowledges and agrees that (i) the agreements contained in this Section 8.3(a) 7.3 are an integral part of this Agreement and the transactions contemplated hereby Transactions, and that(ii) in light of the difficulty of accurately determining actual damages with respect to the foregoing, without these agreementsupon any such termination of this Agreement and payment in full of the Reverse Termination Payment Amounts pursuant to Section 7.3, the Parties would right to such payment constitutes a reasonable estimate of the losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages (and not enter into a penalty) for any and all liabilities or losses of any kind, character or description suffered or incurred by the Sellers, the Acquired Entities and their respective Affiliates and Representatives in connection with this Agreement, the Ancillary Agreements, the Transactions and the Financing Commitments. Each Notwithstanding anything to the contrary set forth herein, the Sellers may simultaneously pursue the remedies permitted pursuant to Section 9.12(b)/Section 9.12 Remedies (as defined below) along with the remedy of the Parties further acknowledges that payment of the Reverse Termination Fee (asserting solely in the alternative a claim for the Reverse Termination Fee following a Specified Termination in the event specific performance pursuant to Section 9.12(b) is not awarded). If the Reverse Termination Fee is not a penaltydue pursuant to this Section 7.3 and Buyer fails to pay such amount to the Sellers (or their designees) pursuant to the terms of this Section 7.3, but constitutes liquidated damages then Buyer shall also be liable for (i) interest on the Reverse Termination Fee from the date such amount was originally required to be paid through the date of actual payment at the prime lending rate as published in the Wall Street Journal (Eastern Edition) in effect on the date of termination and (ii) any reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Sellers in connection with any Action to enforce the Sellers’ rights under this Section 7.3 that results in a reasonable Final Judgment against Buyer for such amount that will compensate (or any portion thereof) (any such payments, collectively, the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. “Reverse Termination Fee Collection Amounts”). (c) Notwithstanding anything to the contrary in this Agreement, but subject unless and until the Closing occurs or this Agreement is terminated in accordance with Section 7.1 in a manner that is not a Specified Termination, if Buyer fails to effect the rights expressly Closing when required pursuant to Section 2.3 or otherwise breaches this Agreement (including any intentional or willful breach), then the Sellers’, the Acquired Entities’ and each of their respective Affiliates’ and Representatives’ sole and exclusive remedy (regardless of Theory of Liability asserted) in respect of this Agreement, the Ancillary Agreements, the Transactions and the Financing Commitments shall, except as set forth in Section 9.10(b)(ii7.3(e) and absent actual (and not constructive) fraud, be either (i) an order of specific performance of Buyer’s obligation to cause the Equity Financing to be funded and/or to consummate the Closing in accordance with, pursuant to, subject to and only to the extent expressly permitted by the terms and conditions of Section 9.12(b), and/or any other injunctive relief or specific performance available pursuant to Section 9.12 (such remedies pursuant to this clause (i) the Company’s receipt “Section 9.12(b)/Section 9.12 Remedies”), or (ii) to terminate this Agreement in accordance with Section 7.1(c) or Section 7.1(e) and collect, if available pursuant to the terms of this Agreement, the Reverse Termination Fee Payment Amounts from Buyer, and, upon payment of such Reverse Termination Payment Amounts by Buyer, (if payable1) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) Buyer shall in have no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties and any other Person against (A) the Buyer Parties, the Guarantors, further liability or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders obligation of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, kind relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of any breach of any representation, warranty, covenant or agreement relating to or arising out of, or the failure termination of) this Agreement, the Ancillary Agreements, the Transactions or the Financing Commitments, (2) each Seller shall cause any Action pending in connection with this Agreement, the Ancillary Agreements, the Transactions or the Financing Commitments, to the extent maintained by a Seller or one of its Affiliates, or any Representatives of Sellers acting on behalf of Sellers, against Buyer, to be dismissed with prejudice promptly following the Closing payment of all such Reverse Termination Payment Amounts, and (3) each Seller shall not, and shall cause its Affiliates, and Representatives acting on behalf of Sellers, not to, initiate any Action in connection with this Agreement, the Ancillary Agreements, the Transactions or the Financing Commitments. For purposes hereof, “Theory of Liability” shall mean any Actions (in each case, whether in contract or in tort, at Law or in equity, or pursuant to occurLaw) that are based upon, for a in respect of, arise under, out or by reason of, be connected with, or relate in any manner to, this Agreement, the Ancillary Agreements, the Transactions or the Financing Commitments, or the negotiation, execution, performance, termination or breach (whether intentional, willful, negligent or failure to perform hereunderotherwise) of this Agreement, under the Debt Commitment Letters Ancillary Agreements or Equity Commitment Letterthe Financing Commitments, including any representation or warranty made in, in connection with, relating or as an inducement to or arising out of any Transaction Claim or otherwise (in any caseenter into, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) 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 hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise foregoing and including consequentialtheories of equity, specialagency, indirect control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amountotherwise.

Reverse Termination Fee. In the event of any valid termination of (a) If this Agreement by is validly terminated: (i) by Seller pursuant to Section 9.1(c); (ii) by Seller pursuant to Section 9.1(e); (iii) by Seller pursuant to Section 9.1(f); (iv) by Seller pursuant to Section 9.1(g); (v) by Purchaser or Seller pursuant to Section 9.1(b)(i) at a time when all of the Company conditions set forth in Section 8.1(a) and Section 8.2 have been satisfied (other than those conditions that, by their nature, can only be satisfied or waived at the Closing, but which would be capable of being satisfied if the Closing Date were the date of such termination); or (vi) by Purchaser or Seller pursuant to (A) Section 9.1(b)(ii)(x) if the applicable Governmental Entity is a Chinese entity or the applicable Law or Order relates to any of the regulatory approvals set forth in Section 8.1(b) or (B) Section 9.1(b)(ii)(y) (other than with respect to approvals required for the satisfaction of the condition set forth in Section 8.1(a)). (each of (i) through (vi), a “Specified Termination”) then (a) in each case of (i) through (vi), Purchaser shall instruct the Escrow Agent pursuant to and in accordance with the terms of the Escrow Agreement, to pay to Seller within two (2) Business Days of termination, to an account designated by Seller under the Escrow Agreement, in immediately available funds, (x) Section 8.1(g) where such termination is based solely on a breach the Escrow Amount of Section 4.10$600,000,000, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i)if such Specified Termination occurs prior to the Restructuring Phase I Completion Date, or $500,000,000) (ii) the Company or Parent in accordance with Section 8.1(c) and, at that time, the Company could have terminated in accordance with subclauses (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), Parent shall payas applicable, or cause to be paid, to the Company a fee in an amount equal to $550,000,000 (the “Reverse Termination Fee”) and (b) in cash by wire transfer the case of immediately available funds a Specified Termination pursuant to an account or accounts designated by (iv), -82- Purchaser shall also pay any shortfall between the Company Reverse Termination Fee and the amount that has been deposited with the Escrow Agent, within five two (52) Business Days of such termination, it being understood that in no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse 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. . (b) Each of the Parties Party acknowledges and agrees that the agreements contained in this Section 8.3(a) 9.4 are an integral part of the transactions contemplated hereby by this Agreement and that, without these agreements, the Parties other Party would not enter into this Agreement. Each of the The Parties further acknowledges acknowledge that the Reverse Termination Fee shall not constitute a penalty but is not a penaltyliquidated damages, but constitutes liquidated damages in a reasonable amount that will compensate Seller in the Company and circumstances in which the Company Stockholders Reverse Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebySale, which amount could would otherwise be impossible to calculate with precision. Notwithstanding anything The Parties acknowledge that the right of Seller to receive the contrary Reverse Termination Fee shall not limit or otherwise affect the Seller’s right to specific performance as provided in this Agreement, but subject to Section 11.13 or the Parties’ respective rights expressly as set forth in Section 9.10(b)(ii9.3. In no event, however, shall the Seller be entitled to receive both effective specific performance actually resulting in the Closing and the Reverse Termination Fee. (c) In any circumstance in which the Seller effects a Specified Termination and receives the Reverse Termination Fee in full pursuant to Section 9.4(a), (i) except for the CompanySeller Reimbursable Expenses and as provided in Section 9.5(a), Seller’s termination of this Agreement and receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties Seller and any other Person its Affiliates against (A) the Buyer PartiesPurchaser, the GuarantorsGuarantor under the Guaranty, or the parties to the Debt Commitment Letters, the other Debt Financing Sources and any of their respective Affiliates respective, direct or Representatives (including any TA Person and any CD&R Person)indirect, the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any managers, officers, directors, employees, attorneysrepresentatives, agents or Representativesagents, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Purchaser Related Parties”) for any loss, liability or damages loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement, the failure of transactions contemplated hereby, the Closing to occur, for a breach Guaranty or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful BreachLetters, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s upon such Specified Termination and receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a)Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) none of the Parent Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or Agreement, the transactions contemplated hereby hereby, the Guaranty, the Debt Commitment Letters, the Debt Financing or any Alternative Financing (except that the applicable Purchaser Related Parties shall remain obligated for, and (B) no Company Related Party shall Purchaser and its Subsidiaries may be entitled to bringremedies with respect to, and any breach of the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theoryConfidentiality Agreement, whether sounding in law (whether for breach of equity or at law, in contract, in tort or otherwise) or in equity against a Parent Related Party with respect to. For the avoidance of doubt, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary nothing in this Agreement (including this Section 8.3(a)), (i9.4(c) shall limit any remedies of Seller for specific performance under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount11.13.

Reverse Termination Fee. In Notwithstanding anything to the event of any valid termination of contrary in this Agreement, if Parent or the Company shall have terminated this Agreement pursuant to Section 9.1(b) or Section 9.1(c) (in the case of a termination by (i) Parent, only if the Company in accordance with (x) Section 8.1(g) where would have been permitted to terminate under such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), or (ii) the Company or Parent in accordance with Section 8.1(cprovision at such time) and, at that timethe time of such termination, all of the Company could conditions set forth in Article VII shall have terminated been satisfied (or, if any such conditions are by their nature to be satisfied at the Closing, are, on the date of such termination, capable of being satisfied) other than one or more of the conditions set forth in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.107.3, Section 4.11, Section 4.12, Section 6.2 7.5 or Section 6.5 7.6 (in each case, solely if the applicable Consent, Order, Legal Requirement or (y) Section 8.1(iLegal Proceeding giving rise to the failure of such condition arises under Antitrust Laws, Foreign Investment Laws or item 1 on Schedule 7.3), then Parent shall pay, or cause to be paid, to the Company a fee in an amount equal to $550,000,000 (the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account or accounts designated by the Company Company, a fee of $10,000,000 in cash (the “Reverse Termination Fee”) within five three (53) Business Days of after such terminationtermination (or, it being understood that in if later, such time as the Company designates such account). In no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse 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. Each of the Parties acknowledges and agrees parties acknowledge that the agreements contained in this Section 8.3(a) 9.4 are an integral part of the transactions contemplated hereby this Agreement and that, without these agreements, the Parties parties would not enter have entered into this Agreement. Each Accordingly, if Parent fails to promptly pay any amount due pursuant to this Section 9.4, Parent shall pay to the Company its reasonable and documented out-of-pocket fees, costs, and expenses of enforcement (including its reasonable and documented attorneys’ fees and expenses), together with interest on the amount of the Parties further acknowledges that Reverse Termination Fee, as applicable, at the prime lending rate as published in the Wall Street Journal, in effect on the date such payment is required to be made (collectively, “Enforcement Expenses”). In the event the Reverse Termination Fee is not a penaltybecomes due and payable, but constitutes liquidated damages in a reasonable amount that will compensate upon the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance payment by or on this Agreement and on the expectation behalf of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, but subject to the rights expressly set forth in Section 9.10(b)(ii), (i) the Company’s receipt Parent of the Reverse Termination Fee and any Enforcement Expenses, none of the Indemnitees shall have any further liability arising out of or with respect to this Agreement or the Contemplated Transactions (if other than in accordance with the Confidentiality Agreement and the Loan Agreement) to the Company, its current and future Affiliates or any of its and their respective Representatives (collectively, the “Company Parties”). Notwithstanding anything in this Agreement to the contrary, other than in accordance with the Confidentiality Agreement and the Loan Agreement, (i) in the event the Reverse Termination Fee becomes due and payable) , payment from or on behalf of Parent of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) 9.4 and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) Enforcement Expenses shall be the sole and exclusive remedy of the Company Related Parties against the Indemnitees for any and all losses, damages or other liabilities suffered or incurred by the parties, any Company Party or any other Person against arising out of or in connection with this Agreement (A) and the Buyer Partiestermination hereof), the GuarantorsContemplated Transactions (and the abandonment thereof), or any of their respective Affiliates matter forming the basis for such termination or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breachabandonment, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make upon payment of the Reverse Termination Fee pursuant to this Section 8.3(a)Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) none of the Parent Related Parties Indemnitees shall have any further liability or obligation relating to or arising out of or relating to this Agreement or the transactions contemplated hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability AmountContemplated Transactions.

Reverse Termination Fee. In the event that this Agreement is terminated by the Company pursuant to Section 6.1(c)(iii) or by RG pursuant to Section 6.1(b)(ii) at a time when (a) the Company would have the right to terminate this Agreement pursuant to Section 6.1(c)(iii) and (b) the Company had provided the notice contemplated by Section 6.1(c)(iii)(D), then RG shall pay the Company the Reverse Termination Fee less the amount of any valid expenses previously reimbursed to the Company pursuant to Section 6.3(b). Any payment required to be made pursuant to this Section 6.4 shall be made to the Company promptly following termination of this Agreement by (iand in any event not later than two (2) the Company in accordance with (xBusiness Days after such termination) Section 8.1(g) where and such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), or (ii) the Company or Parent in accordance with Section 8.1(c) and, at that time, the Company could have terminated in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), Parent payment shall pay, or cause to be paid, to the Company a fee in an amount equal to $550,000,000 (the “Reverse Termination Fee”) in cash made by wire transfer of immediately available funds to an account or accounts to be designated by the Company within five (5) Business Days of such termination, it being understood Company. The parties hereto acknowledge that in no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse Termination Fee may be payable pursuant to more than one provision damages resulting from termination of this Agreement at the same or at different times and upon the occurrence of different events. Each of the Parties acknowledges and agrees that the agreements contained under circumstances in this Section 8.3(a) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that which the Reverse Termination Fee is not a penaltypayable are uncertain and incapable of accurate calculation and that the amounts payable pursuant to this Section 6.4 are reasonable forecasts of the actual damages which may be incurred, but constitutes liquidated damages and in a reasonable amount the event that will compensate the Company and shall receive full payment pursuant to this Section 6.4, the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, but subject to the rights expressly set forth in Section 9.10(b)(ii), (i) the Company’s receipt of the Reverse Termination Fee (if payable) pursuant shall be deemed to this Section 8.3(a)be liquidated damages, and not a penalty, for any and all losses or damages suffered or incurred by the Company, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties and its Subsidiaries or Affiliates or any other Person against in connection with this Agreement (A) and the Buyer Partiestermination hereof), the GuarantorsTransactions (and the abandonment thereof) or any matter forming the basis for such termination, and upon such payment of such amount none of RG or any of their respective its Subsidiaries, Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) 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 hereby and Transactions. Under no circumstances shall RG be obligated to pay more than one (B1) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount.ARTICLE VII

Reverse Termination Fee. In (a) Notwithstanding the event provisions of any valid termination of Section 8.2, if this Agreement is validly terminated by Sellers’ Representative or Buyers pursuant to Section 8.1(b) or Section 8.1(c), or by Sellers’ Representative pursuant to Section 8.1(e) and at the time of such termination (i) all conditions to the Company Closing set forth in accordance with Section 7.1(d) and Section 7.2(d) (xother than if the applicable Order, injunction or other legal restraint or prohibition issued by a Court or Governmental Authority of competent jurisdiction is in respect of the HSR Act or any other applicable antitrust or competition Law) and Section 8.1(g7.2 (except for those conditions that by their nature are to be satisfied at the Closing but which conditions would be reasonably capable of being satisfied or waived at Closing) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), or have been satisfied and (ii) the Company or Parent condition to the Closing set forth in accordance with Section 8.1(c7.1(e) andand Section 7.2(e) has not been satisfied, at that timethen Buyers shall pay by wire transfer of immediately available funds, to an account designated by Sellers, within five (5) Business Days after Buyers’ receipt of written notice of termination pursuant to Section 8.2, the Company could have terminated in accordance with (x) Section 8.1(g) where such termination is based solely on a breach amount of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), Parent shall pay, or cause to be paid, to the Company a fee in an amount equal to $550,000,000 9,660,000 (the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account or accounts designated by the Company within five (5) Business Days of such termination), it being understood that in no event shall Parent Buyer be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse Termination Fee may be payable pursuant to under more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. Each . (b) Notwithstanding the provisions of Section 8.2, if this Agreement is validly terminated by any Buyer pursuant to Section 8.1(d) and at the time of such termination all conditions to the Closing set forth in Section 7.1(d) and Section 7.2(d) (other than if the applicable Order, injunction or other legal restraint or prohibition issued by a Court or Governmental Authority of competent jurisdiction is in respect of the Parties HSR Act or any other applicable antitrust or competition Law) and Section 7.1 (except for those conditions that by their nature are to be satisfied at the Closing and which conditions would be reasonably capable of being satisfied or waived at Closing) have been satisfied, then Sellers shall, jointly and severally pay by wire transfer of immediately available funds, to an account designated by Buyers, within ten (10) Business Days after the Sellers’ Representative’s receipt of written notice of termination pursuant to Section 8.2, an amount equal to the Reverse Termination Fee, it being understood that in no event shall Sellers be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events. (c) Each Party acknowledges and agrees that the agreements contained in this Section 8.3(a) 8.3 are an integral part of the transactions contemplated hereby by this Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Each of the The Parties further acknowledges acknowledge and agree that the Reverse Termination Fee is shall not constitute a penaltypenalty but will be liquidated damages, but constitutes liquidated damages in a reasonable amount that will compensate Sellers in the Company and the Company Stockholders circumstances in which a Reverse Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions transaction contemplated herebyby this Agreement, which amount could would otherwise be impossible to calculate with precision. Notwithstanding anything The Parties acknowledge that nothing in this Section 8.3 shall limit any remedies of Buyers or Sellers prior to the contrary in a termination of this Agreement, but including the right to seek specific performance subject to, and in accordance with, the terms of Section 12.4, and that while Buyers and Sellers may pursue both a grant of specific performance under Section 12.4 and the payment of a Reverse Termination Fee under this Section 8.3, under no circumstances shall Buyers or Sellers be permitted or entitled to receive both (x) a grant of specific performance of Buyers’ or Sellers’ obligation, as applicable, to consummate the rights expressly set forth Closing as contemplated by this Agreement which results in Section 9.10(b)(ii), such consummation and (iy) the Company’s receipt payment of all or any portion of the Reverse Termination Fee in connection with any termination of this Agreement. (if payabled) In any circumstance in which Sellers have the right to receive a Reverse Termination Fee pursuant to this Section 8.3(a)8.3 that does not involve Fraud or a material breach or failure to perform by Buyers that is the consequence of an act or omission of Buyers, any enforcement expenses payable pursuant with the Buyers’ knowledge that the taking of, or failure to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (whichtake, notwithstanding anything to the contrary contained in such act would, or would be reasonably expected to, cause a material breach of this Agreement, reimbursement Sellers’ termination of this Agreement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) receipt of such Reverse Termination Fee shall be the sole and exclusive remedy of the Company Related Parties Sellers and any other Person their Affiliates against (A) the Buyer Parties, the Guarantors, or any of Buyers and their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, loss or liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out with any breach of any Transaction Claim representation, warranty, covenant or otherwise (agreement in any casethis Agreement, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breachtransactions contemplated hereby, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s upon such termination by Sellers and receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a)Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) none of the Parent Related Parties Buyers or their Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or Agreement, the transactions contemplated hereby (except that Buyers or their Affiliates shall remain obligated for, and (B) no Company Related Party shall Buyers may be entitled to bringremedies with respect to, and any breach of the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theoryConfidentiality Agreement, whether sounding in law (whether for breach of equity or at law, in contract, in tort or otherwise); provided, however, that in the event that this Agreement is terminated and a Reverse Termination Fee is paid or payable under this Section 8.3. (e) or in equity against a Parent Related Party with respect toIf any party fails to promptly pay the Reverse Termination Fee when due pursuant to this Section 8.3, arising out of, relating to or such party shall also pay any costs and expenses (including reasonable legal fees and expenses) incurred by any member of the party and their Affiliates in connection with a legal action to enforce this Agreement that results in a judgment for such amount against the failure of the Closing party that promptly fails to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of pay the Reverse Termination Fee, any enforcement expenses payable . Any amount not paid when due pursuant to this Section 8.3(d8.3(e) and any reimbursement and indemnification obligations payable pursuant shall bear interest from the date such amount is due until the date paid at a rate equal to Section 6.5(f) to be dismissed with prejudice the prime rate as promptly as practicable after published in The Wall Street Journal, Eastern Edition in effect on the date of such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount.

Reverse Termination Fee. In Parent shall pay to the Company a termination fee of $3,000,000 in immediately available funds in the event of any valid termination of that this Agreement by is terminated (i) by either Parent or the Company in accordance with pursuant to Section 8.1(b) and either the Financing or the Alternative Financing shall not have been consummated, unless either (xA) Section 8.1(gthe failure to consummate the Financing or the Alternative Financing was not the principal cause of the failure of the Merger to occur, or (B) where such termination is based solely on the failure to consummate the Financing or the Alternative Financing was caused by a breach by the Company of Section 4.10any of its representations, Section 4.11warranties, Section 4.12covenants or agreements set forth in this Agreement, Section 6.2 or Section 6.5 or (yii) by the Company pursuant to Section 8.1(i), or (iiiii) the Company or by Parent in accordance with Section 8.1(c) and, at that time, the Company could have terminated in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), Parent shall pay, or cause to be paid, to the Company a fee in an amount equal to $550,000,000 (the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account or accounts designated by the Company within five (5) Business Days of such termination, it being understood that in no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse 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 eventsSection 8.1(j). Each Payment of the Parties acknowledges and agrees that the agreements contained full amount described in this Section 8.3(a) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, but subject to the rights expressly set forth in Section 9.10(b)(ii), (i) the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,0008.2(c) shall be the sole and exclusive remedy of the Company Related Parties and any other Person against for termination of this Agreement, unless (i) this Agreement is terminated either (A) the Buyer Parties, the Guarantorsby Parent or Company pursuant Section 8.1(b), or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective formerby the Parent pursuant to Section 8.1(j), current (ii) the failure to consummate the Financing or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (Alternative Financing was not the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result principal cause of the failure of the Closing Merger to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (iiiii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make has not rejected payment of the Reverse Termination Fee pursuant to amount described in this Section 8.3(a), any enforcement expenses payable pursuant to 8.2(c) on or before the third (3rd) Business Day after delivery thereof. All payments under this Section 8.3(d8.2(c) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) 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 hereby and (B) no Company Related Party shall be entitled made by wire transfer of immediately available funds to bring, and an account designated by the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing Company. Parent acknowledges that the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary agreements contained in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure 8.2 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Company would not enter into this Agreement. Accordingly, if Parent fails promptly to pay any amount due to the other party pursuant to this Section 8.2 and, in order to obtain such payment, the Company commences a suit that results in a judgment against Parent for all or any portion of the amounts set forth in this Section 8.2, Parent shall pay to the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made Company its costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection herewith or therewithwith such suit, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of together with interest on the aggregate amount of the Reverse Termination Fee, any enforcement fees and expenses payable pursuant at a rate equal to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant the prime rate reported in The Wall Street Journal on the date such payment was required to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amountmade plus 2%.

Reverse Termination Fee. (i) In the event of any valid termination of that this Agreement is terminated: (A) by (i) the Company pursuant to Section 8.1(d)(i) (if at the time of such termination there is no state of facts or circumstances (other than a state of facts or circumstances caused by or arising out of a breach of Holdings’ and Merger Sub’s representations, warranties, covenants or other agreements set forth in accordance with this Agreement) that would reasonably be expected to cause the conditions set forth in Section 7.1 and Section 7.2 not to be satisfied on or prior to the Termination Date); (B) by the Company pursuant to Section 8.1(d)(ii); or (C) by the Company or Holdings pursuant to (x) Section 8.1(g8.1(c) where such termination is based solely on a breach of for the failure to satisfy the conditions set forth in Section 4.107.1(b), Section 4.11, Section 4.12, Section 6.2 7.1(c) or Section 6.5 7.2(d) (subject to the right of Holdings to waive the condition set forth in Section 7.2(d)) due to the failure to receive any required consent or clearance under applicable Antitrust Laws from a Governmental Entity of competent jurisdiction or any action by any Governmental Entity of competent jurisdiction to prevent the Merger for antitrust reasons or (y) Section 8.1(i)8.1(b) due to the denial of any approval required under applicable Antitrust Laws or the taking of any other action by any antitrust or competition Governmental Entity of competent jurisdiction if, or (ii) the Company or Parent in accordance with Section 8.1(c) and, at that time, the Company could have terminated in accordance with each of clauses (x) Section 8.1(g) where and (y), at the time of such termination is based solely on all other conditions to Closing set forth in Sections 7.1 and 7.2 (other than those conditions that by their terms are to be satisfied at the Closing but which conditions would be satisfied if the Closing Date were the date of such termination) have been satisfied, then in the case of a breach of Section 4.10termination under the circumstances described in clauses (A), Section 4.11, Section 4.12, Section 6.2 or Section 6.5 (B) or (yC) Section 8.1(i)above, Parent shall pay, or cause to be paid, to the Company a fee in an amount equal to pay $550,000,000 1,000,000,000 (the “Reverse Termination Fee”) to, or as directed by, the Company, as promptly as reasonably practicable (and, in cash any event, within two business days following such termination) by wire transfer of immediately available funds to an account or accounts designated by the Company within five (5) Business Days of such termination, it being understood that in same day funds. In no event shall Parent the Company be required entitled to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse 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. Each of the Parties acknowledges and agrees that the agreements contained in this Section 8.3(a. (ii) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, but subject to the rights expressly set forth in Section 9.10(b)(ii), (i) the The Company’s receipt right to receive payment of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) from Parent shall be the sole and exclusive remedy of the Company Related Parties and any other Person its affiliates against (A) the Buyer PartiesParent, the GuarantorsHoldings, Merger Sub or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliatesdirectors, management companiesofficers, investment vehiclesemployees, controlling Personsagents, holders of stockholders, representatives, affiliates or assignees or any equityformer, memberscurrent or future director, managersofficer, employee, agent, general or limited partnerspartner, stockholders manager, member, stockholder, representative, affiliate or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns assignee of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related PartiesPersons”) for any loss, liability loss or damages damage suffered as a result of the failure of the Closing Merger to occur, be consummated or for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim this Agreement or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make upon payment of the Reverse Termination Fee pursuant to this Section 8.3(a)such amount, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) none of the Parent Parent, Holdings, Merger Sub or any of their respective Related Parties Persons shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby by this Agreement (except that Holdings shall also be obligated with respect to Section 6.4(b) and (BParent shall also be obligated with respect to the penultimate sentence of Section 6.10(b), Section 6.11(d) no Company Related Party shall be entitled to bring, and the second sentence of Section 8.2(d)). (iii) Notwithstanding anything herein to the contrary, the Company shall cause all other Company Related Parties not agrees that, to bring, and shall in no event support, facilitate, encourage the extent it has incurred losses or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or damages in connection with this Agreement, (i) the failure maximum aggregate liability of Parent, Holdings and Merger Sub for such losses or damages shall not exceed the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise Liability Limitation (in any case, whether willfully, intentionally, unintentionally or otherwiseas defined below), including provided that the sole obligations of Parent under and in the event respect of Fraud or Willful Breach) this Agreement and the Company transactions contemplated hereby shall cause any such litigation, proceeding or other Legal Proceeding pending as be limited to the express payment and/or indemnification obligations of any payment in full of Parent to (A) pay the Reverse Termination Fee, any enforcement expenses payable if required, from Parent pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)8.2(c)(i), (iB) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability reimburse amounts or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable provide indemnification pursuant to the penultimate sentence of Section 8.3(d6.10(b) or Section 6.11(d) and any reimbursement and indemnification obligations payable (C) reimburse amounts due from Parent pursuant to the second sentence of Section 6.5(f8.2(d) (such amountpayment and indemnification obligations, collectively, the “Maximum Parent Liability AmountObligations”), and (ii) in no event will shall the Company or any of the Company Related Parties its affiliates seek or obtain, nor will they permit to recover any of their Representatives money damages or any other Person acting on their behalf to seek recovery, judgment or obtaindamages of any kind, nor will any Person be entitled to seek or obtainincluding rescissory, any monetary recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, specialindirect, indirect or punitive damages, in connection with this Agreement or the transactions contemplated hereby against Parent (other than for satisfaction of the Parent Obligations) from any Parent Related Party or against, individually or in the aggregate, Parent, Holdings or Merger Sub in excess of the Maximum Parent Liability AmountLimitation and (iii) in no event shall the Company or any of its affiliates seek to recover any money damages or any other recovery, judgment or damages of any kind, including rescissory, consequential, indirect, or punitive damages, in connection with this Agreement or the transactions contemplated hereby against any of Parent’s, Holdings’ or Merger Sub’s respective Related Persons.

Reverse Termination Fee. In the event of any valid termination of that this Agreement is validly terminated by (iA) the Company in accordance with (xSeller pursuant to Section 8.1(e) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 8.1(f), (B) Buyer or (y) Seller pursuant to Section 8.1(i8.1(b), or (iiC) the Company Buyer or Parent in accordance with Seller pursuant to Section 8.1(c) (to the extent such Law or Order arises under the Antitrust Laws) and, at that timein the case of clauses (B) or (C), on the Company could have terminated in accordance with (x) Section 8.1(g) where date of such termination is based solely on a breach all of the conditions to closing set forth in Section 7.1(b) and Section 7.2 shall have been satisfied or waived, other than (1) in the case of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i7.1(b), Parent to the extent such Law or Order arises under the Antitrust Laws and (2) those conditions that by their nature are to be satisfied at the Closing (which in the case of clause (2) would be satisfied if the Closing Date were the date of such termination) (each of the foregoing a “Reverse Termination Fee Trigger”), then Buyer shall pay, promptly pay or cause to be paid, to paid (but in no event later than three (3) Business Days after the Company a fee in date of such termination) an aggregate cash amount equal to $550,000,000 40,000,000 (the “Reverse Termination Fee”) in cash to Seller by wire transfer of immediately available funds in U.S. dollars; provided that Seller shall not be entitled to an account receive the Reverse Termination Fee pursuant to the foregoing clauses (B) or accounts designated by (C) in the Company within five (5) Business Days event Seller at the time of such terminationtermination has not complied with its obligations under Section 5.6 in all material respects. Notwithstanding the foregoing, it being understood in the event that in no event this Agreement is validly terminated by Seller pursuant to Section 8.1(f) due to Buyer’s failure to consummate the Closing and the failure of the Sponsor to the fund the Equity Financing was the proximate cause of Buyer’s failure to consummate the Closing, the Reverse Termination Fee shall Parent be required an aggregate cash amount equal to $45,000,000. Each of Buyer acknowledges that the agreement to pay the Reverse Termination Fee on more than one occasionFee, whether or not the Reverse Termination Fee may be as applicable, as and when payable pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. Each of the Parties acknowledges and agrees that the agreements contained in this Section 8.3(a) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee 8.3 is not intended to be a penalty, but constitutes rather is liquidated damages in a reasonable amount that will compensate the Company party receiving such amount in the circumstances in which such amount is due and the Company Stockholders payable, for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could would otherwise be impossible to calculate with precision. Accordingly, if Buyer fails to promptly pay any amount due pursuant to this Section 8.3, Buyer shall also pay any documented out-of-pocket costs, fees and expenses incurred by any Seller and its Affiliates (including reasonable legal fees and expenses) up to an amount equal to $1,500,000 (the “Enforcement Costs”) in connection with a legal action to enforce this Agreement that results in a judgment for such amount against Buyer. Any amount not paid when due pursuant to this Section 8.3 shall accrue interest at the prime lending rate prevailing during such period as published in The Wall Street Journal and shall be calculated on a daily basis from the date such amounts were required to be paid until (but excluding) the date of actual payment, and on the basis of a 360-day year. The Parties agree and understand that in no event shall Buyer be required to pay the Reverse Termination Fee on more than one occasion and under no circumstances shall the Seller be permitted or entitled to receive both a grant of specific performance that results in a Closing and any portion of the Reverse Termination Fee or other monetary damages. Notwithstanding anything to the contrary in this Agreement, but except in the case of a Willful Breach or Fraud by Buyer (subject to the rights expressly set forth in last two sentences of this Section 9.10(b)(ii8.3), (i) the Company’s receipt of if Seller receives the Reverse Termination Fee (if payable) from Buyer pursuant to this Section 8.3(a)8.3, such payment, together with any enforcement interest, costs, fees or expenses due pursuant to this Section 8.3 and any amounts payable by Buyer pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which5.20(f), notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties Seller against Buyer and its Affiliates or any other Person against (A) Debt Financing Source and none of the Buyer Parties, the Guarantors, or any of their respective its Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) none of the Parent Related Parties Source shall have any further liability or obligation relating to or arising out of this Agreement or any Ancillary Agreement. In the event that this Agreement is terminated by Seller pursuant to a Reverse Termination Fee Trigger except in the case of a Willful Breach or Fraud by Buyer (subject to the last two sentences of this Section 8.3), Seller’s right to receive payment of the Reverse Termination Fee (and any Enforcement Costs, if applicable) in the circumstances in which it is payable pursuant to this Section 8.3, in any case, shall be the sole and exclusive remedy for any and all losses suffered or incurred by Seller or its Affiliates in connection with this Agreement (and the actual or purported termination hereof) and the Ancillary Agreements, the Debt Commitment Letter, the Debt Financing, the failure of the Closing to occur or any other transactions contemplated hereby and or thereby (B) no Company Related Party or the abandonment thereof), or any matter forming the basis for such termination. In the event that this Agreement is terminated by Seller pursuant to a Reverse Termination Fee Trigger, except in the case of a Willful Breach or Fraud by Buyer (subject to the last two sentences of this Section 8.3), neither Buyer nor any its Affiliates shall be entitled have any liability to bringSeller or its Affiliates (including the Acquired Group Companies), and Seller and its Affiliates (including the Company Acquired Group Companies) shall cause all other Company Related Parties not have (and hereby agree not to bringinitiate, and shall pursue, or otherwise participate in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of directly or indirectly)) any rights or actions (whether at Law or equity, in contract, in tort or otherwise)) against Buyer or its Affiliates, in equity against a Parent Related Party each case, with respect toto this Agreement, arising out ofthe Ancillary Agreements, relating to or in connection with the Debt Commitment Letter, the Debt Financing, the failure of the Closing to occuroccur or any other transactions contemplated hereunder or thereunder (or the abandonment thereof) or any matter forming the basis for such termination, for a breach other than (i) the obligation of Buyer to pay, or failure cause to perform hereunderbe paid, under the Debt Commitment Letters or Equity Commitment LetterReverse Termination Fee (and any Enforcement Costs, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including if applicable) in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of that the Reverse Termination Fee, any enforcement expenses Fee is payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), 8.3 and (ii) any amounts payable by Buyer pursuant to Section 5.20(f). Notwithstanding anything in this Agreement to the contrary, in no event will any of the Company Related Parties seek or 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 shall Seller be entitled to receive both the Reverse Termination Fee and any Enforcement Costs, on the one hand, and an award of monetary damages, on the other hand, and prior to commencing any Legal Proceeding to enforce its rights under this Agreement in connection with a termination pursuant to a Reverse Termination Fee Trigger, Seller shall be required to elect, and thereafter shall have its recovery limited for all purposes hereunder, to seek either the Reverse Termination Fee and any Enforcement Costs, on the one hand, or obtainan award of monetary damages, any monetary recovery on the other hand (and never either or award (whether for Fraudboth). Notwithstanding anything in this Agreement to the contrary, in no event shall Buyer be deemed to be in Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess to the extent the unavailability of the Maximum Parent Liability AmountDebt Financing or any Alternative Debt Financing to be funded at the Closing shall have resulted in Buyer’s breach of this Agreement so long as Buyer is not otherwise in breach of this Agreement.

Reverse Termination Fee. In the event of any valid termination of this Agreement by (i) If this Agreement is terminated (A) by Buyers or the Company Sellers pursuant to Section 6.1(b) as a result of the failure to satisfy the conditions set forth in accordance with (xSection 5.1(b) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 5.1(c), (B) by Buyers or the Sellers pursuant to Section 6.1(c) or (yC) by Buyers or Sellers pursuant to Section 8.1(i6.1(d) as a result of a Final Regulatory Action in respect of approvals required under the HSR Act to consummate the transaction contemplated by this Agreement or a Gaming Approval and, in the case of clauses (A) or (B), at the time of such termination, the condition to Closing set forth in Section 5.1(a) (unless Section 5.1(a) has not been satisfied due to an injunction or other order that has been entered in respect of the approvals required under the HSR Act or a Gaming Approval) has been satisfied and, in the case of clauses (A), (B) or (ii) the Company or Parent in accordance with Section 8.1(c) andC), at that timethe time of such termination, the Company could have terminated conditions to Closing set forth in accordance with Section 5.2 (x) Section 8.1(g) where in each case, other than such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i), Parent shall pay, or cause conditions that by their nature are to be paidsatisfied at the Closing or are conditioned on the Closing occurring) have been satisfied or waived, Buyers shall pay to the Company a fee in an amount equal to $550,000,000 (Sellers the “Reverse Termination Fee”) in cash by wire transfer of immediately available funds to an account or accounts designated by the Company within five (5) Business Days of such termination, it being understood that in no event shall Parent Buyers be required to pay the Reverse Termination Fee on more than one occasion; provided, whether or however, that Buyers shall not be obligated to pay the Reverse Termination Fee may be payable pursuant to more than one provision Sellers, or otherwise have any liability to the Sellers as a result of the termination of this Agreement, if (x) the Buyers are not otherwise in material breach of their obligations under Section 4.4 and (y) the transactions contemplated by this Agreement at are not consummated by the same Outside Date due to a failure to satisfy the conditions set forth in Section 5.1(b) and/or Section 5.1(c) that is primarily caused by the failure of Sellers or at different times and upon Caesars or any of Sellers’ or Caesars’ Affiliates, including Parent or any Subsidiary or Affiliate of Parent, to receive any regulatory or governmental approvals or approvals of a Governmental Entity necessary to consummate Parent’s proposed combination with Caesars (each such circumstance in which Buyers are not obligated to pay the occurrence of different events. Each Reverse Termination Fee, a “Buyer Expense Reimbursement Event”). (ii) Payment of the Parties acknowledges and agrees Reverse Termination Fee, if applicable, shall be made by wire transfer of same day funds to the account or accounts designated by Sellers promptly, but in no event later than five Business Days after the date of such termination. The parties acknowledge that the agreements contained in this Section 8.3(a6.2(c) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges that the Reverse Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Company and the Company Stockholders for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount could otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in by this Agreement, but subject that the payment to the rights expressly set forth in Section 9.10(b)(ii), (i) the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall be the sole and exclusive remedy of the Company Related Parties and any other Person against (A) the Buyer Parties, the Guarantors, or any of their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, members, managers, general or limited partners, stockholders or any officers, directors, employees, attorneys, agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breach, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment Sellers of the Reverse Termination Fee pursuant to this Section 8.3(a6.2(c) shall constitute liquidated damages in full settlement of any damages of any kind or nature that the Sellers or the Companies may suffer or allege as a result of a termination of this Agreement in the circumstances where the Reverse Termination Fee is paid, it being understood that the amount of liquidated damages represents the parties’ reasonable estimate of actual damages and does not constitute a penalty and that the Sellers and the Companies and their Affiliates shall be precluded from exercising any other right or remedy available under this Agreement, applicable Law or otherwise. If Buyers fail to pay any amounts due pursuant to this Section 6.2(c) by the due date set forth herein, and, in order to obtain such payment, Seller commences a suit that results in a final and non-appealable judgment against Buyers for the amounts set forth in this Section 6.2(c), any enforcement Buyers shall pay to Sellers their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 6.2(c) 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 such payment was required to be made. (iii) Any amount payable pursuant to Section 8.3(d6.2(c) and any reimbursement and indemnification obligations will be payable pursuant only one time and, subject to the last sentence of this Section 6.5(f6.2(c)(iii), (A) none in a circumstance where the Reverse Termination Fee is payable and paid, will constitute the sole and exclusive remedy of Sellers, the Parent Related Parties shall have Companies and their respective members and Affiliates for all Losses of such Persons in connection with any further liability and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to or the termination of this Agreement, except in the case of a claim arising out of this Agreement or the transactions contemplated hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud fraud or Willful Breach) . Notwithstanding anything herein to the contrary, Buyers acknowledge that the right of the Sellers to receive the Reverse Termination Fee shall not limit or otherwise affect the Sellers’ right to specific performance as provided in Section 8.3 and that the Sellers may pursue both a grant of specific performance under Section 8.3 and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including Fee under this Section 8.3(a)), (i) under no circumstances will any Company Related Party 6.2; provided that the Sellers shall not be permitted or entitled to, to receive both a grant of specific performance to cause the Closing to occur and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount.

Reverse Termination Fee. (a) In the event of any valid termination of this Agreement by that (i) the Company in accordance with (xthis Agreement is terminated pursuant to Section 9.01(b) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or (y) Section 8.1(i9.01(e), or (ii) neither Seller nor its Affiliates materially breached their obligations under Section 6.08, (iii) the Company only condition to Closing that is not satisfied (or Parent in accordance with could not be satisfied by the Termination Date) is Section 8.1(c7.01(a) and, at that time, the Company could have terminated in accordance with (x) Section 8.1(g) where such termination is based solely on a breach of Section 4.10, Section 4.11, Section 4.12, Section 6.2 or Section 6.5 or 7.01(b) (y) and with respect to Section 8.1(i7.01(b), Parent shall payonly if the applicable order, decision or injunction arises in connection with the failure of any waiting period (or extension thereof) applicable to the transactions contemplated by this Agreement to expire or be terminated or any approval or consent to be obtained, in each case, under or in relation to the HSR Act), and (iv) the conditions in Section 7.01(a) or Section 7.01(b) would have been satisfied if Buyer agreed or committed to divest, hold separate or take or commit to take action that limits its freedom of action with respect to, or cause its ability to be paidretain any of the businesses, services, or assets of Buyer that, taken as a whole, would not have a material and adverse effect on Buyer and Buyer elected not to take such actions, then Buyer will, by way of compensation, pay to the Company a fee in an amount equal to $550,000,000 25,100,000 (the “Reverse Termination Fee”) in cash by wire transfer (to an account designated by the Company) of immediately available funds (x) prior to an account or accounts designated concurrently with such termination in the event of a termination by the Company within Buyer or (y) no later than five (5) Business Days following such termination in the event of such termination, it being understood that a termination by Seller or the Company. In no event will Buyer be required to pay the Reverse Termination Fee other than in the instance described in this Section 9.02 and in no event shall Parent will Buyer be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse 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. Each of the The Parties acknowledges and agrees that the agreements contained in this Section 8.3(a) are an integral part of the transactions contemplated hereby and that, without these agreements, the Parties would not enter into this Agreement. Each of the Parties further acknowledges acknowledge that the Reverse Termination Fee will not constitute a penalty but is not a penaltyliquidated damages, but constitutes liquidated damages in a reasonable amount that will compensate the Company and the Company Stockholders Seller for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated herebyAgreement, which amount could would otherwise be impossible to calculate with precision. Notwithstanding anything to . (b) Except in the contrary in case of fraud or willful breach of this Agreement, but subject in any circumstance in which Seller receives the Reverse Termination Fee in full pursuant to the rights expressly set forth in Section 9.10(b)(ii9.02(a), (i) the Company’s receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (which, notwithstanding anything to the contrary contained in this Agreement, reimbursement and indemnification obligations payable pursuant to Section 6.5(f) shall in no event exceed $5,000,000) shall will be the sole and exclusive remedy of the Company Related Parties Seller and any other Person its Affiliates against (A) the Buyer Parties, the Guarantors, or any of and their respective Affiliates or Representatives (including any TA Person and any CD&R Person), the Debt Financing Sources, other financing sources, financial sponsors and (B) their respective former, current or future Affiliates, management companies, investment vehicles, controlling Persons, holders of any equity, membersofficers, managers, general or limited partnersdirectors, stockholders or any officerssecurityholders, directorsAffiliates, subsidiaries, employees, attorneys, advisors and agents or Representatives, or successors and assigns of any of the foregoing (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) for any loss, liability or damages loss suffered as a result of the failure of the Closing to occur, for a any breach or failure to perform hereunder, under the Debt Commitment Letters or the Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim representation, warranty, covenant or otherwise (agreement in any casethis Agreement, whether willfully, intentionally or otherwise), including in the event of Fraud or Willful Breachtransactions contemplated hereby, and (ii) the Company Related Parties hereby waive all other remedies with respect to, any loss, liability or damages suffered as a result of the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach, other than the Company’s upon receipt of the Reverse Termination Fee (if payable) pursuant to this Section 8.3(a)Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f). Except for any obligation to make payment of the Reverse Termination Fee pursuant to this Section 8.3(a), any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f), (A) none of the Parent Related Parties shall these parties will have any further liability or obligation relating to or arising out of this Agreement or Agreement, the transactions contemplated hereby and (B) no Company Related Party shall be entitled to bring, and the Company shall cause all other Company Related Parties not to bring, and shall in no event support, facilitate, encourage or commence any litigation, proceeding or other Legal Proceeding (other than opposing the bringing of any litigation, proceeding or other Legal Proceeding under any legal theoryhereby, whether sounding in law (whether for breach of equity or at law, in contract, in tort or otherwise) or in equity against a Parent Related Party with respect to, arising out of, relating to or in connection with the failure of the Closing to occur, for a breach or failure to perform hereunder, under the Debt Commitment Letters or Equity Commitment Letter, in connection with, relating to or arising out of any Transaction Claim or otherwise (in any case, whether willfully, intentionally, unintentionally or otherwise), including in the event of Fraud or Willful Breach) and the Company shall cause any such litigation, proceeding or other Legal Proceeding pending as of any payment in full of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) to be dismissed with prejudice as promptly as practicable after such payment. Notwithstanding anything to the contrary in this Agreement (including this Section 8.3(a)), (i) under no circumstances will any Company Related Party be entitled to, and no Parent Related Party will have any liability or obligation in respect of, monetary damages or other monetary remedies or liability for any losses or other damages suffered as a result of the failure of the transactions contemplated by this Agreement or in the Debt Commitment Letters or the Equity Commitment Letter to be consummated, for any breach or failure to perform hereunder or thereunder, for any representation made or alleged to have been made in connection herewith or therewith, or in connection with, relating to or arising out of any Transaction Claim (whether for Fraud, Willful Breach or otherwise) in excess of the amount of the Reverse Termination Fee, any enforcement expenses payable pursuant to Section 8.3(d) and any reimbursement and indemnification obligations payable pursuant to Section 6.5(f) (such amount, the “Maximum Parent Liability Amount”), and (ii) in no event will any of the Company Related Parties seek or 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 recovery or award (whether for Fraud, Willful Breach or otherwise and including consequential, special, indirect or punitive damages) from any Parent Related Party in excess of the Maximum Parent Liability Amount.